God is our Refuge

3 Contents

Group Overview 8 * Group at a glance ------9 * Strategies ------10 * Financial highlights ------13 Our Markets 15 * Corporate Banking------15 * Investment Banking ------16 * Commercial Banking ------16 * Retail Banking ------17 * Wealth Management ------18 * Electronic Banking ------19 * International Operations ------20 We Care 23 * Customer Care ------24 * Human Capital ------24 * Social Responsibility ------25 Corporate Governance 28 * Risk Management ------32 The Report 35 * Notice of Annual General Meeting ------36 * Chairman’s Statement ------38 * Group Chief Executive’s Review ------43 * Board of Directors ------48 * Directors’ Report ------50 * Management Team ------56 * Statement of Director’s Responsibility ------58 * Report of Audit Committee------59 * Report of the Auditors ------60 * Statement of Accounting Policies ------62 Financials 68

Report Extras 91 * Management List ------92 * Branch Network ------94 * Proxy ------105

4 4 Our Vision To be the number one financial institution in and Africa and among the top 100 in the world.

Our Mission To help our stakeholders build and preserve wealth.

The Face of Leadership On 16 November 2007, Intercontinental Bank re-branded its identity to re-position itself as a bank that is accessible and desirable to all its customers by broadening its presence, profile and appeal.

The repositioning supports Intercontinental’s aspiration to be a good-to-great financial institution – a bank that is the new face of leadership.

Intercontinental Bank’s intention is to retain its profile as a bank that delivers excellent customer services thereby, making the customer happy.

Our Values

Trust in God Integrity

Helpfulness Fairness

Resilience Excellence

5 4 6 6 7 Group Overview

8 8 Our Group Structure

9 8 Performance Highlights:Strong growth in all areas

N=1 trillion Gross revenue up 99% from N=87.35 Billion to N=173.57 Billion

Profit before tax up102% from N=22.56 Billion to N=45.63 Billion

Total Assets & Contingents up 108% from N=823 Billion to N=1.71 Trillion

Market Capitalisation is N827 bn the 2nd highest in Nigeria

Quoted Price up 237% from N=13.50 (2006 offer price) to N=45 (29 February, 2008)

Deposit Liabilities up129% from N=471 Billion to N=1.08 Trillion

10 Strategies

Our core business and customer-centric strategy is based at key commercial hubs in Ghana. Our UK subsidiary on the seamless integration of our customers, our people, has obtained approval and has commenced operation. processes, technology and risk. This approach tailors branch services to meet the needs of the market and is We are deploying specially designed ATM kiosks to centred on the delivery of excellent customer solutions increase our presence at off site locations while improving by focusing on providing products targeted to the service distribution and customer experience. demographics of a local market, thus significantly improving points of contact for our customers, while Passion driving deposit mobilization and customer satisfaction. At Intercontinental Bank, we have an extra-ordinary passion for providing excellent banking services to our The bank is adopting a robust consumer and corporate customers, and we continuously strive to deliver banking approach designed to sustain market leadership and competitiveness through market segmentation, exceptional services and satisfaction to customers in customer relationship management, product innovation, order to enhance their quality of life. This is further improved service delivery and low cost channel emphasized in our corporate philosophy: ‘Happy distribution. Customer, Happy Bank’. The depth of this theme drives us constantly to deliver beyond our customers’ We have strategic partnerships with world-class financial expectations. institutions including BNP Paribas, Vectis Capital, AIG Investments, ECP Investments and other leading organisations for capacity building. We are leveraging This passion is also driven by our strong ethical value: these relationships to further develop our competencies TRUST IN GOD, which forms the framework for all in asset management, consumer finance, insurance and transactions and processes between the bank and its risk management. customers. This underlying principle precedes all businesses we partake in and enables us continually enhance our customer service models to astound our Our global expansion strategy is driven by our vision to customers. be the number one financial institution in Nigeria and Africa and among the top 100 in the world through organic growth and strategic acquisitions. To People accommodate our exponential growth we have Our people are fundamental to our success. We are strengthened our business, technology, operational and passionate about our profession and exhibit a rare risk management processes to achieve efficiency in all understanding of our customer needs in all business our business units. areas. In our pursuit of making Intercontinental an employer of choice, we consistently train our employees With over 300 branches spread across Nigeria and 8 in to anticipate customer needs and fashion out Ghana, we are making steady inroads in Africa through our regional expansion strategy. In 2006, we commenced appropriate and exceptional solutions to these needs our global expansion drive with the acquisition of Citi whilst maintaining a high level of empathy and Savings & Company Limited in Ghana which we professionalism. have since transformed into a universal bank – Intercontinental Bank Ghana with eight branches located

11 10 Strategies (cont’d)

A key pillar of our business and customer-centric strategy is to hire highly skilled professionals from national and international organizations and top tier business schools to enable the continued strategic growth of the bank, while providing our customers with top-rated talent to foster product innovation and exceptional customer service.

Performance The Group’s financial performance is stellar. We produced strong results for the 2008 fiscal year as reflected in the outstanding growth of major indices. Investor confidence has been tremendous as shown by the growth of our share price in the past year.

Our total deposit of N=1.1 trillion as at the financial year ended February 2008, was the highest in the banking industry in Nigeria. We also made history again, as the first bank to cross the N=1 trillion deposit mark in Nigeria reconfirming our status as a clear market leader.

Our share price as at 29 February 2008, more than doubled to close at N=45 representing a 114% increase year on year.

12 12 We made history as the 1st Nigerian Bank to cross a Total Key Group Financial Highlights Customer Deposit base of

Total Assets NGN in Billion N1 Trillion 1,600.0 1,392.2 1,400.0 1,200.0 1,000.0 800.0 704.8 600.0 400.0 369.2 200.0 203.6 96.8 0.0 2003 2005 2006 2007 2008 Customer Deposits NGN in Billion 1,400.0 Shareholders’ Funds NGN in Billion 1,200.0 1,078.19 1,000.0 250.00 200.41 800.0 200.00 600.0 156.89 471.52 150.00 400.0 254.41 200.0 134.38 100.00 66.39 0.0 54.47 50.00 34.68 2003 2005 2006 2007 2008 10.18 0.0 Profit Before Tax NGN in Billion 2003 2005 2006 2007 2008 50 Net Operating Income 45.63 NGN in Billion 45 40 140 125.6 35 120 30 100 25 22.56 20 80 70.1 15 10.26 60 10 8.14 4.35 5 40 32.7 24.1 0 20 14.6 2003 2005 2006 2007 2008 0 13 2003 2005 2006 2007 2008 14 Our Markets

communication and telecommunication (ICT) sectors. We Corporate banking leverage on our robust IT platform and extensive branch network to design and deploy a collection solution most Our Corporate Banking Group targets blue chip appropriate for the needs of our clients in the corporate and multinational institutions with specific telecommunications sector emphasis on the key sectors of the economy. Our team of competent and well trained professionals Transport and Logistics. provides integrated financial solutions that cut across We have developed specialist skills and competencies key industries within our focused sectors: required to provide unique and world-class banking services to multinationals and corporate clients in aviation, maritime/ Energy, Power and Infrastructure shipping, logistics and embassies. Our in-depth knowledge The deregulation of the energy, power and of these businesses and the breadth of our capabilities mean infrastructure sectors of the economy through the that we are always able to meet our customers’ needs quickly licensing of private refineries, independent power and efficiently. plants and other initiatives provide significant investment opportunities within the industry. The Our overriding objective is to build seamless, healthy and enduring business relationships and deliver superior service Energy and Power Group provides banking expertise and flawless execution in all transactions to customers. We required in the upstream, downstream and energy have recently set up Client Service Teams with the objective sectors of the industry. of providing our clients with operational excellence and unerring customer focus. Food and Beverages This group provides financial banking services to Our dedicated sector teams carefully analyze and track sector companies in the food and beverage sector of the fluctuations and industry influences to offer and deliver all economy through tailor-made products which add forms of in the areas of foreign exchange, value to the organizations particularly in the areas cash management, trade services and credit transactions of cash management and distributors’ payment including project finance, syndications, trade finance, solutions. overdrafts, guarantees, leases, etc that are right for our clients. Our customers can benefit from wide range of Manufacturing financing structures that allow them to operate effectively The group focuses on the major manufacturing and meet their needs at all times. Our innovative cash companies in the building, construction, electronics, management and e-payment solutions mean that we can packaging materials, chemicals and plastic industries provide our customers with solutions that enable them and sectors. manage their financial processes with greater efficiency. We leverage on the relationship with our correspondent Telecommunications banks and partner various international financial institutions The Telecoms and Information technology Group is and multilateral agencies to arrange well structured medium specialized in providing impeccable banking services to long term financing tailored to meet the needs of our clients. to the major players in the information, 15 14 Our markets (cont’d) Investment Banking Commercial Banking

We continue to build on our investment banking Our Commercial Banking Group serves the needs of growing competencies by providing solutions to a wide range of companies in the middle market and large corporate market. carefully selected customer relationships that are as Our services are specific with the aim of growing our customers’ enduring as the solutions provided. businesses.

In line with our vision of being the number one financial The Group provides banking services to its customers in various institution in Nigeria and Africa and among the top 100 business segments of the economy, such as in the world, we have an investment banking team that is experienced and highly qualified, which develop and 1. Oil & Gas Group: This covers the Upstream, deploy bespoke financial solutions to meet the various Downstream, Power and Gas sectors. financial needs of our customers. 2. Specialized Business: This covers the We provide advisory and other financial services leading Telecommunications, Aviation and Shipping & Marine. to the raising of debt and equity capital to meet expansion needs of companies and expenditure needs of 3. Household, Personal and Healthcare Industries. governments, including Mergers and Acquisition advisory, privatization advisory, debt capital market origination in 4. Major Contractors / Distributors to Large Corporate. the form of sub-national debt, corporate bonds and convertible debt issues. Our specialized services for commercial businesses range from financial to trading solutions. We provide various financing We also offer professional portfolio and fund management options for our customers in any sector. services, structured debt solutions in the areas of structured trade and project finance, factoring and OIL & GAS forfeiting, structured acquisition finance and a specialized Multilateral and International Financial Institutions unit Financing the clients’ business activities which include that manages our various relationships with international production, drilling, exploration and procurement of related financial institutions. items. We also provide LPO financing to major vendors and contractors. As a pointer to our frontline position in the Nigerian market, we were recently appointed a consultant on Sub- SPECIALISED BUSINESSES National Debt with competence in Financial Advisory and Debt Issuance by the Debt Management Office of the We finance the clients infrastructural developments, expansions Federal Republic of Nigeria. and provide facilities for major vendors / contractors in the Telecoms sector. While for the aviation sector we provide lease We have also ventured into the African markets by options to finance acquisition of aircraft. originating and participating in various transactions in Ghana, Zambia, Equatorial Guinea, Sudan and Sierra Leone. HOUSEHOLDS, PERSONAL AND HEALTHCARE INDUSTRIES

We finance both the Large Corporate and their key distributors and provide guarantees when applicable.

16 16 Our markets (cont’d) Retail Banking

Our retail banking business segment fulfills the financial HappySavers service needs of individuals and small businesses by This is a unique savings account for children from ages 0- offering savings, investment, and lending products. 17. The objective is to promote a good savings culture among Nigerian youths. The account equally supports The operating model is structured around our client- parents/guardians vision for a happy tomorrow for their focused products supported by a hub and spoke network children/wards by providing 50 educational grants to 50 that tailors services according to demographics and local account holders annually. It also offers free insurance cover market needs. up to N1 million in the event of accidental death or permanent disability of parent of guardian among many Our corporate philosophy of ‘Happy Customer, Happy other attractive benefits. Bank’ is encapsulated in the excellent customer service and the friendly ambience that can be experienced in all Intercontinental Classic Current Account (I-Class) our offices. This is a business-friendly current account packaged to give added value to corporate organizations, high net worth We offer our customers innovative products to help them individuals and not-for-profit organisations. It is a COT- create wealth while achieving their financial objectives. free account with very attractive interest rate.

Our vision is to ensure every family member is an Intercontinental Bank customer. This dream has spurred Lending Product us to continually review our reach and seize opportunities for extending our banking services and expanding our Happy Life Consumer Loans product lines. Indeed, our branch network has increased Our Happy Life Consumer Loans are a range of credit to over 300 branches nationwide, strategically located products for our retail customers with flexible and attractive in key commercial and industrial centres of Nigeria. features tailored to meet the varied needs of our very discerning customers.

Our retail products are broadly categorized into: These products enable our customers to access consumer loans and finance the acquisition of various Savings and Current household assets on very convenient terms. It is currently among the best consumer credit products in the country Intercontinental Premium Savings Account (IPSA) and is accessible to individuals, companies and corporate A flexible savings account specially packaged to grow societies. wealth with the added value of being operated as a current account. Available to both individuals and As a result of its success in Nigeria, we have designed corporate customers, IPSA pays interest, allows third party variants to meet the entire lifestyle needs of our customers. withdrawals and is COT-free. Every year IPSA rewards They include: some of its customers and their wards with scholarships to various institutions of learning in Nigeria. Happy Life Lease

Happy Life Personal Loan

Happy Life Salary Advance

17 16 Our markets (cont’d) Wealth Management

Our concept of wealth management involves a holistic We plan your estate in conjunction with our other approach to helping our customers achieve their goals internal partners – wills and estate lawyers, trusteeships, in life. It gives our customers the confidence to make etc. We also help you to create a legacy for your family sound financial decisions, freedom to live the way they and charity, while addressing potential obligations and want and a clear roadmap for their financial future. debts. As a wealth management client, we assure the customer of the following: * Personal advice and service Solutions for All Your Wealth Management * An approach designed around you Needs * Guidance for each stage of your life Wealth Management in our bank extends beyond * Solutions for all their wealth management needs investment advice and asset management. We help to maintain the customers’ lifestyle, protect and grow their Personal Advice and Service business. We also help plan for the education of their children, manage their nest egg, nudge them to plan Our relationship with our customer starts with our for their retirement, create their legacy and more. personal Wealth Management Advisor. This is a dedicated professional who devotes time to fully understand the Our flagship Wealth Management and private banking customers’ financial situation, life goals, time horizon suite, Happy Centre, in upscale Ikoyi. This provides and tolerance for risk when creating a strategy that is our customers the appropriate and friendly ambience right for him or her. and enables us to render services that fit their personality. It also encourages confidentiality, which is very essential to our clients. An Approach Designed Around You Our customers are assured of professional advice that At Wealth Management, we believe our customers’ helps with wealth creation, conservation and transfer. financial success depends on having a clear idea of what A holistic approach to wealth management and private they want to accomplish, coupled with a realistic banking is our commitment. understanding of what type of investor they are. This is why we focus on helping them to create a long-term strategy appropriate just for them.

Guidance for Each Stage of Your Life Financial markets change as well as customers circumstances, the factors that determine investment success can also change. We plan on capturing these changes that would require a re-balancing of wealth management objectives from time to time. We aim at being flexible to anticipate and respond to these changes with a view to maximizing returns for our customers.

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18 Our markets (cont’d) Electronic Banking

We are one of the foremost providers of e-banking Card Services: services in Nigeria today, with over 30 products and The growth of our various card services during the review services structured to provide the greatest convenience year was impressive, reflecting its wide appeal among our for our customers as well as to advance the quest for a customers. Active debit cards (ATM cards) and cash cards cashless society for Nigeria. grew by 228.3% and 269.1% during the year. This growth figures stem from the versatility and value we have created In the course of the year, we repositioned our E-banking from our cards to our customers. During the year our Division in line with the Bank’s global vision to serve Platinum and Gold MasterCard were re-branded with more our various customers through more robust and flexible robust features for the elite target market. They have been channels such as; ATMs, Mobile Banking, Telephone fashioned to meet the specific and varied needs of this Banking, Point of Sale Terminals (POS), Internet class of customers. Banking, among others. Other strategic business plans that are being developed ATM: for our debit and cash cards include: Our ATM network increased tremendously during the year as the bank deepened its retail banking strategy. - Introduction of Affiliate for others The number of ATMs deployed by the bank was 677 Financial Institution. as at March 2008, which corresponds to 15% of the - Co-branding of our Debit Card with Corporate total ATMs deployed in Nigeria. We also commenced Organisations. the re-branding of our ATM Kiosks across the nation - Migration from Magnetic stripe cards to Verve Cards to create easily distinguishable and uniform structures. (Chipcards) in compliance with the Central Bank More importantly the efficiency of our ATMs with respect of Nigeria’s directives. to up - time availability increased. - E-Government (Introduction of Salary card for government workers, Pension Cards) Leveraging on our capabilities, we have created other - Schools - Payment card for school fees value-added products on the ATM, including: - Corporate Organisation: Salary Administration - MasterCard acceptance on our ATM - ATM-enabled multi-channel card. With the aim to further establish this lead we have also Mobile Banking: achieved the following, to mention a few: Our Mobile Banking is now better positioned to offer • convenience through our robust processing platform. Multifunctional ATM – MasterCard acceptance, - Multi-channel Card (this card can be used Virtual Top-ups, allows card to card money physically and virtual via your GSM mobile transfer etc. • phones, Web, ATM machines) to make A leading position in MasterCard transactions • payments for bills, make international Pioneered the introduction of Other Financial transfers within West Africa region as well Institutions (OFI) cash card scheme • as the United Kingdom. The first Bank in Nigeria to introduce and issue - I-Cash, a product which among other Co-branded and Corporate MasterCard • functions, can be used to effect money The first Bank to produce Multi-channel card that transfers to account and non-account is accepted outside Nigeria (i-cash international) holders via mobile phones.

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18 Our markets (cont’d) International Operations

One of our major strength as a bank is in the area of Our market leading reputation in International International Operations where our crop of seasoned Operations, earned us selection as one of the few banks professionals provide cutting edge services for our diverse on the Nigerian National Petroleum Corporation/ Central clientele on International Trade Finance, Treasury Bank of Nigeria syndication, as well as selection to receive Management and International Currency trading. Our funds on behalf of state governments in Nigeria in services include: respect of the refund of excess Paris Club debt. We have also successfully upgraded and implemented our International Operations Software, Trade Innovation TRADE SERVICES (T.I Plus) to enable us match the increase in the volume - Letters Of Credit of our transactions as well as improve customer service. - Bills for Collection - Clean and Refinancing Facilities Our network of correspondent banks located in Europe, - Miscellaneous Payments e.g. Insurance, School Fees, America, Asia and the rest of Africa helps us create a etc. quality international service platform matched by few - Capital Importation other Nigerian banks for our customers. - Capital Outflows and Outward Transfers for Dividends, Loan Repayments, Divestments. Correspondent Banks - Foreign Guarantees - Trade Advisory Services The Bank maintains relationship with the FOREIGN TREASURY MANAGEMENT following international banks: - Dutch Auction/Interbank Trading - Foreign Exchange Dealing ABSA Ltd, South Africa Agricultural Bank of China, China FOREIGN BUSINESS DEVELOPMENT ANZ Banking Group, London - Domiciliary Account Management (Receipt and Transfer Bank of Beirut, London of Funds, Issuance and Clearing of Foreign Currency BNP Paribas, Geneva and Paris Denominated ) Citibank, New York and London - IDEA, Intercontinental Domiciliary Extra Account Commerz Bank, Frankfurt (Placement in Foreign Currency With great benefits) Credit Suisse, Zurich BUREAU-DE-CHANGE Deutsche Bank London, Frankfurt and New York - Personal/Business Travel Allowance DNB Norbank, Norway - Medical Fees Dz Bank Ag, Frankfurt - Mortgage Payment FBN (UK) Ltd. London - Tuition Fees Firstrand Banking Group, South Africa - Payment Fortis Bank London - Utility Bills HSBC Plc London and South Africa - Insurance Premium Payment. Icici Bank Plc Limited, Manama and South Africa Nordea Bank, Sweden Our bank also enjoys the strong support of a network of UBS, Zurich leading international banks which not only provide UBA New York correspondent banking services, but have also availed us Union Bank of Nigeria, London clear lines of credit in excess of $1 billion as at the last Standard Bank, South Africa financial year-end. We are also on the International Finance Corporation (IFC) programme. 20 20 Our markets (cont’d) Insurance

As a universal financial services provider, we also play in the insurance sector of the economy with investment in Intercontinental Wapic Insurance plc which is a foremost insurance company in Nigeria with an Authorized Share Capital of N=3.5 billion and a Paid-up Share Capital of N=2.1 billion as at 31 December 2007. Shareholders’ Funds stand in excess of N=9.3billion and total asset base of N=11.5 billion for the same period.

As a composite insurer, we offer a wide range of life and non-products and services which includes but not limited to protection against risk from fire, burglary, marine cargo and hull, fidelity guarantee, motor insurance etc.

Due to the recent consolidation in the insurance industry, our insurance company separated its life business from its non-life business and is now a separate entity known as Wapic Life Assurance Ltd.

There are plans to open an insurance subsidiary in Ghana by the end of the third quarter. Intercontinental Wapic currently has 14 branches nationwide with plans to expand over the next four years

21 21 22 We Care

23 22 Customer Care Human Capital

Our customer care function is at the heart of our “Happy We prize our staff and their contribution to the bank’s Customer, Happy Bank” philosophy and has been successes. In turn, our people are passionate about their bank, structured to enhance the customer experience with our dedicated, and focused. bank. Our human capital development principles are anchored on From our dedicated call centre, to our SMS feedback the empowerment of our people while creating an enabling mechanism in every business location of our bank and environment for all to work in. our ‘Happy Customer, Happy Bank” days, customer care is a function that defines the essence of the Intercontinental spirit. We put in place the best human resource management practices with the aim of consistently motivating our people In the course of the year, we restructured our Customer to always deliver their best. This has resulted in a highly Care unit to further enhance our responsiveness to our professional bank. customers. Our new Customer Care platform called To sustain this, we continuously train, re-train and re-orientate I-Contact is a fully automated, multimedia customer our workforce to ensure a steady supply of world-class interaction centre which accords priority and quick professionals that are ready to drive our processes. turnaround to all customer complaints. Our objective here is to ensure that all customer-related issues are resolved immediately or within 24 hours. Our recruitment policy sustains our pursuit of personal and professional excellence. Needless to say that we seek to attract, I-Contact offers the customer the following communication develop and retain the best professionals who compare channels 24 hours a day, seven days a week, all year round. favourably with their peers anywhere in the world. We ensure • SMS that all employees and prospective employees are given equal -E-mail: [email protected] opportunity and do not face any form of discrimination. • Webchat via www.intercontinentalbankplc.com • Voice Call on: 234-1-2772000. (This is also the platform Today, Intercontinental Bank is the bank of choice in the that supports our telephone banking operations). Nigerian banking industry. In the year under review, we • Fax: 234-1-2772000 recruited over 2,800 people, who joined the bank at various • A direct SMS to our Group Chief Executive Officer on management positions, a clear testimony to the bank’s the toll free phone number: 234-8024990000 by our growing rate of expansion. customers from anywhere around the world. This is a first in the Nigerian banking industry. A part of the ‘happy customer, happy bank’ policy is our robust compensation policy, one of the best in the industry.

The bank’s performance and career management system equally ensures that our people are well developed and are adequately equipped to function in all areas of our business. To achieve this, we have detailed and well-structured career development programmes. This way we identify current and long-term skill gaps and develop appropriate intervention strategies to address them. Our staff performance management practice is strictly merit-driven to motivate and reward high performance.

24 24 In our bid to strengthen our leadership position, we are employing global best practices and internationally- acclaimed human development tools and training programmes. As part of the drive to be in the forefront of manpower management, the company introduced the Oracle e-business suite automating all Human Resource systems and processes.

Beyond banking, we have programmes that address corporate culture, leadership development, communication, and interpersonal relationship. All these combine to create that special confidence, drive, and team spirit that stands Intercontinental Bank’s people apart.

Social Responsibility

Being socially responsible is as important to us as being profitable. Which is why from inception, we have had a strong social responsibility philosophy anchored on our shared vision of a better Nigerian society.

Over the past three years, we have committed over N1 causality billion to worthy societal causes especially in the health ward to the and education sectors. The impact of social investment National Orthopedic policy has been particularly profound in the education Hospital, Igbobi, the sector, where we have built hostels and lecture halls in foremost facility of its kind in over 10 Nigerian universities and awarded hundreds of Nigeria, exemplifies our passion for university scholarships to bright but disadvantaged the well being of the average Nigerian. youths in various states of the federation. Our unmatched contributions to such worthy Our support for the health sector however has been no causes earned us the Vanguard’s “Most Socially less profound and our donation of a fully equipped Responsible Bank of the Year” Award for 2007. 25 24 26 27 Corporate Governance

28 28 Corporate Governance

We have one of the most stable and experienced Boards in Nigeria The Board performed its oversight functions through the following today attesting clearly to the quality of our corporate governance committees, which worked independently of each other and met policies. regularly to review policies and strategies to ensure compliance and sustain value creation for our stakeholders. The committees were the Nevertheless, we undertake a fundamental and wide ranging review Credit and Investment Committee, Board Strategy and Transformation of our corporate governance policies under the review period to Committee, Board Human Capital and Directors Affairs Committee, Board ensure that they align closely to global best practice and reflect our Risk Committee, Shareholders Audit committee and the Finance / Audit new status as a leading financial services powerhouse. Committee of the Board. The existing Board committees were reconstituted to ensure that Shareholders Audit Committee is a statutory committee and is Directors were placed in their areas of core competence and strength. responsible for ensuring that all issues arising from the reports of the Two new committees were established, the Board Risk Committee Inspectorate Department during its audit exercise are attended to. The and the Board Strategy and Transformation Committee. audit committee also carries out all its other statutory duties An independent consultant, Accenture, was engaged to carry out independently of the Board. an annual performance review and assessment of the Board in The Shareholders Audit Committee met four (4) times in the year under accordance with the provision of the CBN Code of Corporate review and the members are: Governance for Banks. 1. Chief S. N. Nwosu - Chairman of the Committee The Bank also put in place an operational Enterprise Risk-wide 2. Dr. E. B. O. Akingbola (M.O.N) - Member Management (ERM) Department to identify and manage risk in all 3. Mr. C. A. Alabi - Member spheres of the Bank. 4. Mr. O. O. Ayinde - Member 5. Chief U. U. Mba - Member To a large extent the Board enjoys a good mix of Non-Executive 6. Alhaji S. M. Yussuf - Executive Director Directors and Executive Directors which brings objectivity and balance to Board decision making so as to avoid the dominance of Board Risk Committee reviews and recommends risk management the Board by a single individual or a small group. This also has the policies, procedures and profiles pertaining to the Bank. The committee’s effect of removing potential for conflict between management and principal responsibilities includes: reviewing and recommending to the shareholders. Board for approval the enterprise-wide risk management (ERM) Policy, reviewing and recommending to the Board for approval the Group’s The Board is constituted as follows: Risk Philosophy, Risk Appetite and Tolerance as well as monitoring the 1. Dr. R. C. Obieri (O.O.N) -Chairman bank’s plans and progress in meeting regulatory Risk-based 2. Dr. E. B. O. Akingbola (M.O.N) -Group Chief Executive Supervision requirements and migration to Basel II compliance. 3. Engr. H.U.F. Enuha -Director The committee met once in the year under review and the members are: 4. Mr. C. A. Alabi -Director 5. Alhaji Isyaku Umar (O.O.N) -Director 1. Chief S.I. Adegbite (O.F.R.) - Chairman of the Committee 6. Mr. Ikechi O. Kalu -Director 2. Engr H.U.F Enuha - Member 7. Chief S. I. Adegbite (O.F.R.) -Director 3. Mr J.S.P.C Nwokolo - Member 8. Mrs. Seinye O. B. Lulu-Briggs -Director 4. Dr E.B.O. Akingbola (MON) - Member 9. Mr. J. S. P. C. Nwokolo -Director 5. Mrs Seinye Lulu-Briggs - Member 10. Dr. (Mrs.) Toyin Phillips -Director 6. Mr Thomas Scaperdas - Member 11. Elder (Dr.) Sanni Adams -Director 7. Mr Yinka Adebiyi - Member 12. Mr. Bayo Dada -Director 8. Mr Segun Ajibola - Member 13. Mr. Thomas Gibian -Director Board Credit & Investment Committee is empowered to consider 14. Mr. Thomas Scaperdas -Director and approve lending exposures, Treasury Investment exposures, as 15. Mr. Nelson C. Nweke -Executive Director well as other Credit exposures that exceed the mandated approval 16. Alhaji S. M. Yussuf -Executive Director limits of the Management Credit Committee especially related party 17. Mr. Akin Ajayi -Executive Director transaction and to ensure that all balances are disclosed in accordance 18. Mr. Olayinka O. Adebiyi -Executive Director with Circular BSD/ 1/ 2004. 19. Mr. J. Olusegun Ajibola -Executive Director 29 Corporate Governance (cont’d)

The Committee met twelve (12) times in the year under review and the Board Finance/Audit Committee: The Finance arm of this members are: committee takes a holistic view of all approvals of capital expenditures 1. Mr C.A. Alabi - Chairman of the Committee to ensure compliance to rules. It is standard practice in our bank that 2. Mr Ikechi Kalu - Member the board must approve all major investment and transactions. The 3. Dr (Mrs) Toyin Phillips - Member Audit arm of the committee assists the Board of Directors in fulfilling 4. Mr Bayo Dada - Member its oversight responsibilities in respect of: 5. Mr Thomas Gibian - Member 6. Dr E.B.O. Akingbola (MON) - Member (i) The integrity of the Group’s financial reporting process and 7. Alhaji S.M. Yussuf - Member systems of internal controls regarding finance and accounting. 8. Mr Akin Ajayi - Member 9. Mr N. C. Nweke - Member (ii) The integrity of the Group’s financial statements, 10. Mr Toyin Ehinlaiye - In Attendance 11. All Regional Chief Executives - In Attendance (iii) The qualifications, independence and performance of the Corporation’s Group independent auditors and internal auditors Board Strategy And Transformation Committee was established and to review the Strategic plan of the Bank, review and endorse individual Strategic Growth initiatives such as Mergers, Acquisitions, International (IV) Compliance with related legal and regulatory requirements. Expansions, etc, review its overall Competitive Strategy and provide guidance within the Risk Philosophy and Risk Appetite of the Bank, The Committee met ten (10) times in the year under review review IT, Processes and Reputation Risks that could threaten the and the members are: achievement of the Bank’s strategic objectives. The Committee met once in the year under review and the members are 1. Chief S I Adegbite (OFR) - Chairman of the Committee 2. Dr E.B.O. Akingbola (MON) - Member 1. Engr H.U.F. Enuha - Chairman of the Committee 3. Mr Thomas Scaperdas - Member 2. Alhaji Isyaku Umar(OON) - Member 4. Mr C.A. Alabi - Member 3. Elder Sanni Adams - Member 5. Mr Bayo Dada - Member 4. Mr Andre Steyn - Member 6. Mr Ikechi Kalu - Member 5. Dr. E.B.O. Akingbola (MON) - Member 7. Mr Segun Ajibola - Member 6. Dr (Mrs) Toyin Phillips - Member 8. Mr Olayinka Adebiyi - Member 7. Mr Thomas Gibian - Member 9. Regional Operation Executives - In Attendance 8. Mr Olayinka Adebiyi - Member 10. Remi Adewumi - In Attendance 9. Mr Akin Ajayi - Member 11. G.E, Branch Development - In Attendance 12. Head, Admin - In Attendance Board Human Capital And Directors Affairs Committee was established to consider human resources issues. This committee is responsible for matters such as executive remuneration, Directors’ The principle of “enlightened shareholder value” is adhered to remuneration and fees, general employee policies, succession planning, as the Board strives for good governance and corporate social remuneration and benefits, performance bonuses, service contracts, responsibility taking into account the interest of customers, employees, share purchase and option schemes and any Group retirement funds. suppliers/contractors and the environment over the longer term. Our operation is in compliance with the Code of Corporate Governance The Committee met five (5) times in the year under review and the in the following respects: members are:

1. Alhaji Isiyaku Umar (OON) - Chairman of the Committee 2. Elder Sani Adams - Member 3. Dr E.B.O. Akingbola (MON) - Member 4. Mrs Seiye Lulu-Briggs - Member 5. Mr J.S.P.C Nwokolo - Member 6. Mr Andre Steyn - Member 7. Mr N.C. Nweke - Member 8. Alhaji S.M. Yussuf - Member 30

30 Corporate Governance (cont’d)

1. The Bank carried out its annual Board and Director’s review / appraisal covering all aspect of the Board’s structure and composition, responsibilities, processes and relationships, as well as individual members’ competencies and respective roles in the Boards’ performance.

2. The Bank has in place an independent auditor responsible for checking that financial reporting and procedures are honestly and properly in place and in carrying out their audit they are free from influence from the Bank’s management

3. There is in place a Board Risk Management committee to ensure that business risk are properly managed so that directors can generate business value with the reduced possibility of compromising the Bank and its assets.

4. Transparency: outsiders /stakeholders can have access to and easily understand the information available about the Bank. This includes both financial and non-financial information such as the strategic objectives of the company.

5. Responsibility: the directors are liable for their performance to stakeholders and in particular shareholders.

6. Control over the Bank is exercised collectively by the Board as a whole, with a clear division of responsibility between the Chairman and the Group Chief Executive Officer.

7. The Board provides a balanced and understandable assessment of the company’s financial position to the shareholders including a statement in the annual report about the company’s ability as a going concern.

8. As required by the Code, the Chairman of the Board is not a member of any of the Board committees.

9. There exists separation of powers and responsibilities between the Board head and Management head as both positions are occupied by different individuals, neither does the post of Executive Vice Chairman exist within the bank’s structure anymore.

10. No two members of the same extended family occupy the position of Chairman and Chief Executive Officer or Executive Director at the same time.

Breaches

1. The Bank is in the process of establishing a Remuneration Committee as specified in the code of Corporate Governance.

31 30 Risk Management

We recognize that good corporate governance and renewed/reviewed within our operating policies with a compliance practices are crucial in developing and view to achieving a well-diversified credit portfolio across sustaining its business, strengthening corporate its target markets segments. relationships and supporting growing opportunities in our emerging financial market. Thus, our overall risk Our Assets and Liability Management Committee & management objective is to ensure an integrated and Market Risk Committee is organized to ensure, effective risk management framework, where all risks coordination and strategic management of the Group’s are identified, measured and managed with a view to balance sheet and market risk exposures with the achieving an optimal risk-reward profile. objective of achieving the best balance of risk and return. As part of this framework, we use written policies and procedures that describe the risk appetite and risk Within our Group, market risk sources are categorized tolerance levels we are prepared to sustain. This into interest Rate Risk, Foreign Exchange Risk and involves an integrated and coordinated process in Equity Risk otherwise referred to as the ‘pure market measuring and managing various risk types across the risks’. These risks arise from Customer-driven businesses our diverse business lines thereby ensuring the safety and from proprietary trading position. The Market Risk and soundness of the our group. Management team, independent of risk taking units monitors and manages market risk exposures both in Our Board Risk Committee formulates high level Group the trading and non-trading books of the Group Risk management policies under authority delegated by the Board of Directors. In addition, the Committee We use a range of risk measurement and analytical leads, controls and monitors risk of the Group and techniques such as Value-at-Risk (VaR), Re-pricing Gap receive reports from Executive Management which Analysis (Static), Sensitivity Analysis, Earnings-at-Risk allows it to review the effectiveness of the Group’s (EaR) and Mark to Market (MTM) to establish limits, risk management policies. monitor and manage market risk exposures. These limits align risk-taking activities of the various trading units The Board Credit and investment committee is with our overall risk policy. established as a sub-committee of the board to provide a centralized management of credit risk within our We recognize the limitation to the VaR methodology group and is headed by an External Director who and therefore complements it with Stress testing to monitors that all risk are managed within acceptable reflect specific market conditions that are plausible. qualitative and quantitative risk profiles. Our credit risk rating processes are designed to highlight exposures It is our policy to maintain adequate liquidity at all times which require closer management’s attention due to as well as uphold a diversified and stable funding base greater probability of default or potential loss. comprising core retail and corporate customer deposits augmented with wholesale funding and portfolios of These exposures are managed proactively to limit the highly liquid assets which are diversified. The objective concentration risk in line with our policies, optimize is to enable us manage liquidity risk both on a short risk related reward and set provision levels in and medium term basis across diverse business lines. accordance with Central Bank of Nigeria prudential guidelines. Our Operational Risk Committee is responsible for policy formulation and ensuring that appropriate procedures The committee also undertakes independent review are in place for the identification, measuring, monitoring and assessment of credit risk that are newly originated, and reporting of operational risks. The committee also

32 32 Risk Management (cont’d)

supervises and directs the management of operational Future Outlook risks with a view to establishing a vibrant approach in line with best practice, which incorporates all We recognize that we are subject to extensive operational risk activities across the Group thereby supervisory and regulatory regimes in all countries in ensuring the gathering of a dependable operational which we operate and that regulatory risk may arise risk profile. from failure or inability to comply fully with the laws, In view of the strategy of pursuing a diversified regulations or codes. business model across geographic locations and business segments coupled with the global expansion We strive to ensure compliance will all regulatory in Africa and beyond, we manage potential strategy requirements in all our geographic locations to prevent risk by ensuring that business tactics developed to non-compliance that may lead to fines, reprimands, achieve these strategies, resources deployed and the damage to reputation, enforce suspension of quality of implementation are in line with the our operations or, in extreme cases, withdrawal of vision and growth trajectory. authorization to operate.

Our business reputation is established by gaining and Our risk management framework is designed to retaining the confidence and trust of the various minimize the cost associated with all the risks we stakeholders with whom we have relationships. undertake in the course of our business. Reputational risk may be an intangible but highly prized asset often equated with the goodwill of the Under the Central Bank of Nigeria requirements on business and it is viewed as a key source of competitive Risk-based Supervision, we have put in place adequate advantage within the Group. structures, risk policies, appetite, loan origination parameters, portfolio risk quantification, credit ratings, Whilst the we await the regulatory requirements for risk aggregation and capital allocation methodologies compliance with Basel II, the Board of Directors are in readiness for the RBS compliance in the immediate fully committed to the attainment of world-class risk term, and Base II core principles in the medium term. management practices and continuously improve its risk management processes and architecture.

33 32 34 The Report

35 34 Notice of Annual General Meeting

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting of Intercontinental Bank Plc will be held on 30th June 2008 at 11.00am at the Transcorp Hilton Abuja transact following business:

ORDINARY BUSINESS:

1. To receive the Report of the Directors, the Audited accounts together with the Auditor’s Report for the year ended February, 29th 2008 2. To declarer a dividend 3. To re-elect Directors 4. To authorize Directors to fix the remuneration of the Auditors for the ensuing financial year. 5. To elect member of the Audit Committee

SPECIAL BUSINESS: 6. To consider and if thought fit, to pass the following resolutions as special resolutions:

(a) “That the authorized share capital of the company be increased from N=11.25 billion divide into 21 billion Ordinary shares of 50 kobo each and 1.5 billion preference shares of 50 kobo each to N=13 billion, by the creation of additional 3.5 billion ordinary shares, such new shares to rank pari-passu in every respect with the existing shares of the Company thereby increasing the Ordinary Shares of the Company to 24.5 billion Ordinary Shares of 50 kobo each and 1.5 billion Preference Shares of 50 kobo each”.

(b) “That the Directors be and are hereby authorized to create additional shares of the Company not exceeding the number of unissued shares in the Company’s authorized share capital and to offer the newly created shares for sale to subscribers by way of offer for subscription of shares (ordinary or preference shares) or convertible debt/loan stock, whether foreign or local, and/or by way of rights issue at a date and upon terms and conditions to be determined by Directors, subject to the approval of the appropriate Regulatory Authorities”.

(c) That clause 5 and Article 5 of the Memorandum and Articles of Association of the Company be amended respectively as follows:

36 36 Notice of Annual General Meeting (cont’d)

“That the Authorized Shares Capital of the Company is NOTES N13 billion divided into 24.5 billion Ordinary Shares of 50 kobo each and 1.5 billion Preference Shares of Proxy: 50 kobo each” A member entitled to attend and vote at the General Meeting is entitled to appoint a Proxy in his stead. (d) “That the financial year end of Intercontinental Bank All instruments of Proxy should be deposited at the registered Plc be changed from end of February to 31st office of the Company not later than 24 hours before the time December of every year in accordance with the for holding the meeting. directive of the Central Bank of Nigeria”. A proxy need not be a member of the Company. A proxy form Dated this 31st day of May, 2008 is supplied with this notice.

BY ORDER OF THE BOARD CLOSURE OF REGISTER AND TRANSFER BOOKS: The Register of members and transfer books will be closed from Friday 20th June to Thursday 26th June 2008 both days inclusive to allow for preparation for payment of dividend.

Shareholders having Intercontinental Bank Accounts would receive their divideds immediately after the Annual General Taiwo Ologbenla (Mrs) Meeting provided the Registrars are notified of such accounts Company Secretary / Legal Adviser through the Dividend data Form which can be downloaded from the website. The complete forms may also be deposited REGISTERED OFFICE: at the branch where the account is domiciled. Intercontinental Bank Plaza Plot 999C Danmole Street DIVIDEND WARRANTS: P.M.B 80150, Victoria Island If the dividend recommended is approved, warrants will be Lagos. posted on 30th June, 2008 to shareholders, whose names appear on the Register of members at the close of business on 19th June, 2008.

AUDIT COMMITTEE MEMBERS: Any shareholders may nominate another shareholder as a member of the Audit Committee by giving notice in writing of such nomination to secretary of the company not later than 21 days before the date of Annual General Meeting.

Taiwo Ologbenla (Mrs) Company Secretary / Legal Secretary.

36 37 Chairman’s Statement

Dear Shareholders,

am greatly pleased to welcome you to the 19th Annual General Meeting of our great institution. This is the second full financial year of our dear bank at post-consolidation and I am glad to announce to you that we have every reason Ito celebrate.

I had told you during last year’s general meeting that the year ended February 28, 2006, was our best year ever, but the financial year 2007 that ended on 29th of February 2008 has consolidated our strong positions in both domestic and international spheres. Our emergence as an international financial institution was reinforced with global recognitions and ratings.

But before I delve into the scorecards of the year let me highlight some of the socio-economic and political landmarks that may have had direct or indirect impact on the performance of our bank during the year under review.

International Economy The BRIC Group comprising the economies of Brazil, Russia, India and China consolidated their surge in global trade with China maintaining its dominant position in global output growth at 5.2 per cent in 2007, an increase of 0.8 percentage point above the previous year’s growth rate. About half of global output was accounted for by China, India and Russia. Also, the global economy witnessed modest inflationary pressures. Total global trade in 2007 grew by 14.2 per cent over the value recorded in the previous year.

The global economic development impacted positively on the Nigerian economy in such areas as enhanced earnings from crude oil exports, strong external sector position, build-up of external reserves and enhanced capital inflows.

Domestic Economy The outcome of the fiscal operations of government was mixed in 2007. The Central Bank of Nigeria recorded that at N5.7 trillion or 25.0 per cent of GDP, the federation account revenue declined by 5.7 per cent from the level it was in 2006. This development was attributed to the decline in oil revenue as a result of youth restiveness in Niger Delta which disrupted oil production and export activities. This impact was however moderated by the continuous rise in the prices of crude oil in the international market and increase in non-oil revenue.

Real GDP, measured in 1990 basic prices, grew by 6.2 per cent, compared with 6.0 per cent in 2006 and an average growth rate of 7.0 per

38 38 Chairman’s Statement (cont’d)

cent estimated for the period 2003 to 2007. The modest growth was attributed largely to sound monetary, fiscal and credit policies, which enhanced financing of the private sector; the relative stability in foreign exchange market; as well as the peaceful political transition from one civilian government to another.

Inflationary pressure was under check during the period under review and the single digit target rate was sustained two years in a row. At the official figure of 6.6 per cent, the year-on-year inflation was 1.9 percentage point below the 8.5 per cent recorded in 2006. The favourable inflationary development was underpinned by relative good agricultural harvest, despite the mild drought and flooding experience in certain parts of the country; stability in the prices and supply of petroleum products; sound macroeconomic policies, especially monetary and fiscal policies; and the substantial appreciation of the naira exchange rate.

Foreign exchange market was relatively stable with the further liberalization of the market and the deepening of the inter-bank money market occasioned by the increase in capital flows.

Stock of external reserves increased by 30 per cent over the level recorded in the previous year to over US$55 billion and could support over 18 months of imports, well above the 6 months requirement under the convergence criteria of the West African Monetary Zone (WAMZ).

Financial/ Banking Sector Monetary targeting remained the framework for monetary policy in 2007. The main policy thrust was to contain the excess liquidity in the banking system in order to attain price stability, promote an efficient and sound financial system and ensure non-inflationary growth. Macroeconomic stability was achieved, due largely to proactive monetary policy management and prudent fiscal operations of the Federal Government. The monetization of part of the excess crude receipts and distribution of enhanced statutory allocations to the three tiers of government, huge autonomous foreign exchange inflows and pre-election spending were the major challenges of monetary management during the year. These were addressed through the open market operations (OMO), complemented by the issuance of treasury securities in the primary market, standing facilities (deposit and lending) to encourage trading at the inter-bank market as well as foreign exchange swaps. The monetary policy rate (MPR) introduced in December 2006, as the anchor interest rate, moderated the volatility in inter-bank rates, encouraged inter-bank trading and improved the transmission of monetary policy actions. The MPR was adjusted thrice during the year, in line with macroeconomic developments.

Nigeria’s financial sector continued to improve in both depth and breadth in 2007. The depth of the financial sector, as measured by the ratio of broad money (m2) to GDP stood at 21.1 per cent at end-December 2007, indicating a slight improvement when compared with the 19.8 per cent at end-December 2006. Thus the banking system’s capacity to provide liquidity for the exchange of goods and services increased relative to the preceding year. Banking industry financing of the economy, measured by the ratio of banking system credit to the core private sector to GDP increased significantly to 21.7 per cent at end-December 2007 from 13.5 per cent at end December 2006. The development reflected partly the impact of the increased use of electronic and other forms of payments, particularly ATM and other card products. 38 39 Chairman’s Statement (cont’d)

The banking system grew more robust in 2007 as its size in relation to the economy increased. The ratio of Deposit Money Banks’ (DMBs) assets to nominal GDP increased significantly from 34.5 per cent at end-December 2006 to 44.2 per cent at end-December 2007. The DMBs total deposit liabilities as a ratio of nominal GDP also rose to 17.6 per cent in 2007, up from 15.4 per cent in 2006, an evidence of enhanced financial sector development.

It is also important to note that the second round of recapitalization of banks continued throughout the period under review with the result that many banks have now reached the US$1Billion capital base benchmark.

OUR RESULTS As good as 2006/07 financial year was, 2007/08 surpassed it. Our result last financial year has shown in all ramifications that Intercontinental Bank has become a multi-billion Naira financial conglomerate. Our bank took full advantage of all the positive developments in the domestic economy.

The financial year ended 29 February 2008, saw the group’s total deposit at a record-breaking position of N=1.1 trillion, the highest in the industry as at that date. This shows over 129 per cent growth as against N=471.5 billion posted in the preceding year. Fellow shareholders, the deposit figure is instructive in that it shows massive confidence of the banking public in our bank.

In the same direction our total assets plus contigents rose by 108 per cent to N=1.7 trillion from N=823.3 billion. Again, this shows our great propensity to taking full advantage of the positive trend in the economy to grow our business.

Let me also announce to you that our shareholders’ fund has risen to N=200.4 billion, up from the N=156.9 billion we closed with in the preceding year.

The quantum leaps in our key balance sheet items was also reflected in our statement of accounts. Our net operating income rose to N=173.6 billion, up by almost 100 per cent from N=87.4 billion recorded in the corresponding period of last year while our Group Profit Before Tax increased to N=45.6 billion, up by over 102 % from preceding year’s figure of N=22.6 billion. These were as a result of strong growth in our deposit base and a growth in asset base.

DIVIDEND Fellow shareholders, our impressive performance cannot be fully celebrated without a corresponding rub-off on the investors. Earlier in the year, we had paid an interim dividend of 35kobo per share. We are now proposing a final dividend of 40 kobo per share to bring the total dividend to 75 kobo per share up from 65 kobo paid in the preceding year.

HUMAN CAPITAL The workforce was beefed up from 6,889 to 9,028 during the period. They have justified the extensive welfare packages the Board approved for their wellbeing and training. From the performance-based compensation structure that still makes our package one of the best in the industry, to the extensive training programmes we always organised for them both locally and internationally, I can safely say that we have one of the best teams in the industry.

40 40 Chairman’s Statement (cont’d)

These results surpassed every forecast made at the beginning of the year and it is only natural that we say to this rare breed: “well done”. The credit for this spectacular result must be given to the dedication and efficiency of our workforce under a strong and vibrant executive management team

INTERNATIONAL ALLIANCES Our formidable profile is getting intimidating. It is a well-known saying that everybody loves a success story and because Intercontinental Bank is a success story, we are attracting lots of positive rare referrals and ratings from inside and outside the country.

Many international organisations are extending their arms of business fellowship to us. We have received various forms of operational relationships especially with Central Bank’s directive to Nigerian banks to form technical partnership with international banks in order to manage the country’s foreign reserves.

We have made a substantial in-road in this respect, forming a solid partnership with BNP Paribas, one of the ten biggest banks in the world. Our agreement with a consortium of five international banks in March 2007 has started yielding fruits; in fact we now have an international outlook in our management. All these are aimed at ensuring we deliver on our promise to be the number one financial institution in Nigeria and Africa, and among the top 100 in the world.

This is the reason why our bank enhanced its brand identity. On 17 November2007, we unveiled the new face of leadership; a diamond hexagon with blue and orange colours. This is the new face of our bank marching into the status of a global financial brand and powerhouse.

THE BOARD During the year under review four of our Executive Directors retired from the bank after several years of meritorious services to both the Board and Management of the bank. Fellow shareholders please join me in extending our goodwill message to them in their future endeavours.

It is gladdening also to inform you that the Group Chief Executive, Dr. Erastus B. O. Akingbola was honoured with Man- Of- The- Year award by one of Nigeria’s leading financial newspapers during the year in recognition of his giant strides in the Nigerian banking industry. We all congratulate him on this well deserved honour.

THE FUTURE The future of Intercontinental Bank is surely great. With the new-found courage in the political class as exemplified by the pledge by the President, Alhaji Umar Musa Yar’Adua to always obey the rule of law, we believe international investors will take Nigeria serious and come to invest in our economy. With the momentum we have garnered so far, the thrust of our goal is to be an active partner in driving the economy of the country and being a visible participant in the rediscovering of the economy of the country. With a highly successful and vibrant retail business supported by over 300 branches spread nationwide, I believe we are now equal to the task.

40 41 Chairman’s Statement (cont’d)

On May 27, 2008 we received a formal approval from the UK Financial Services Authority (FSA) to set up a bank, Intercontinental Bank (UK) Plc in London. This is a major milestone in our efforts at internationalizing our bank. FSA is one of the most rigorous regulators in the world and it is a huge boost to us that we passed their test.

Let me also state that we will continue to maintain the stability in the bank, demonstrated by the stable character of the board.

CONCLUSION I wish to thank all of you, our esteemed shareholders at this annual general meeting, and pledge that our commitment is to always make you smile.

For our long-standing loyal customers, I say a big thank you for your confidence in us. This is a bank concerned about how happy you are in all activities we carry out. Remain on board and you will always have the cause to be happy customers.

I thank my colleagues on the board for being focused, supportive and dependable. It is indeed a rare privilege for me to work with such distinguished board members and share the joy of leading Intercontinental Bank to this enviable position.

Finally, I give thanks to God almighty for His strength and vision in the path of greatness He has steered our bank to since inception.

God bless you all.

RAYMOND C. OBIERI

42 42 Group Chief Executive’s Review

ur results for 2006/7 financial year, the first full year after consolidation, show clearly to everyone that Intercontinental Bank Plc is one of the outstanding success stories of the financial sector reforms. In the Ofinancial year ended February 2008 we recorded another superlative performance that took us several steps towards our targets in global positioning .

The economy was in the upbeat growing at average of 6.6 per cent, one of the best globally. Intercontinental Bank leveraged on this development optimally to achieve current strategic growth while making important contribution towards complementing and consolidating the gains of the financial sector reforms.

Our challenge in 2007/8 was how to manage the positive economic environment and exploit fully our advantages, which include size, scale, revenue diversity, innovation, integration and speed of execution to position the bank for rapid growth in the future. Our result is a clear testimony to how we have positively responded to the challenges.

Also a broader customer base, an improved product range and considerable cross-selling potential provided us a sustained boost for our earnings power.

BUILDING HAPPY CUSTOMER BASE I believe our success story in 2007/8 was made possible by our diligent application of the three keys to building a winning franchise in retail financial services: convenience, innovation, and service quality.

42 43 Group Chief Executive’s Review (cont’d)

Convenience is a well-known strength of Intercontinental to our various initiatives aimed at providing superior Bank. We have one of the largest network of banking services to our customers while expanding their contact centres and ATMs in Nigeria. We are also very strong in points for service delivery. Today, our e-commerce and telephone banking, online banking and utility bill- electronic consumer banking platforms have become payment system as well. Our products are also customer- more robust with massive deployment of ATMs and other friendly. Our flagship e-banking offering, the Master e-payment engines across the country. Card, was adjudged the best in Nigeria during the financial year. In retail financial services, the result of a customer experience marked by convenience, innovation and Innovation has become a great strength of our company, service quality is customer loyalty. Loyalty leads to a in part because of the huge customer base that we serve. growing customer base and expanded relationships with With more than three million segmented customers, we existing customers – just the right recipe for the organic know a lot about customers’ needs and preferences. We growth that led to the quantum leap in our deposit base invest in the analytical work that turns that knowledge during the year, and this will drive our bank forward in into actionable insights, which, in turn, help us create 2008 and beyond. Moreover, we now use our retail new and better products and services that are attractive banking expertise to develop intelligent products for our and meaningful to them. clients.

Service quality and customer satisfaction, of course, are We offer corporate clients as well as all other select critical. After several years of consistent gains in customer clientele an extensive palette of products and services, satisfaction, we had reached a position that enables us ranging from traditional credit to innovative financing begin benchmarking best world-class financial solutions, assistance in finding business partners, institutions, and each strategic business unit is now investment banking solutions and electronic banking laying new plans to push the gains even higher. supports.

RESTRUCTURING STRATEGIC BUSINESS UNITS BRANCH NETWORK EXPANSION Our business architecture received further retooling in We sustained our aggressive branch network expansion the last financial year. Our regional structure was further during the year under review. Seventy new branches were extended with the creation of additional three regions rolled out bringing the total number of our branch offices bringing the total to 10, and thereby driving our market to 300. Beyond just setting up branches we have reach deeper especially into major public sector and retail remodelled the architectural identity and transformed the business opportunities. This accounted for a sharp rise general ambience into happy business environments. in our deposit base. OUR NEW VISION The E-banking group was separated from Retail banking Building on the strength of our new financial muscles and now stands as a division. This has given new impetus and stronger brand equity which resulted from our highly

44 44 Group Chief Executive’s Review (cont’d)

successful public offer in 2006 we raised our ambitions face that defines value for our customers as we in our quest to be truly intercontinental. To this effect, continually try to make them happy at every contact. we re-aligned our vision along global competitiveness with a vision of becoming the number one financial We have always had the hexagon logo. But after 18 institution in Nigeria and Africa and among the top 100 years we decided to tweak and refresh it. Public opinion in the world. on the new brand identity has been very positive. We are now spreading the brand elements to our branch To this end Global Franchise Development and office architecture. Management Division was created during the period under review to focus on the strategic foreign expansion CORPORATE SOCIAL RESPONSIBILITY of the Bank and ensure speedy and effective execution Corporate Social Responsibility (CSR) is becoming ever of our global expansion strategies. The Division is under more important for us. The topics of sustainability, the control of an Executive Director. corporate governance and corporate citizenship all fall In addition Global Strategy implementation team was under this heading. During the year under review we raised to address some specific areas of the bank in stepped up our CSR activities across the country, phases, and commence the re-engineering of back especially in the area of providing infrastructure for office operations and customer service management for schools and universities. We view these activities as the efficiency and re-alignment to global standard of best best example of ‘doing well by doing good’. They all practices. contributed in raising our visibility, enhancing our brand equity, cultivating business relationships and Our global expansion will be anchored on organic growth, strengthening the neighbourhoods on whose wellbeing acquisitions and strategic alliances. During the year we our success depends. consolidated one of our strategic alliances, the one with BNP Paribas, one of the top ten banks in the world, THE FUTURE with the primary objective of managing Nigeria’s external Our goal has always been to be the primary financial reserves. We also signed agreement with Blue Financial and strategic partner to our clients. That continues to Services of South Africa for strategic partnership in be our goal today. Simply put, this business is important building a dominant institution in the microfinance sub- to us because we know it’s important to our clients. The sector. Blue Financial Services is the leader in changes outlined above will enable us support our microfinance business in Africa and it operates in eight customers more effectively and grow our business African countries. profitably. They will make us a tougher competitor where we know we have the advantages necessary to win. NEW BRAND IDENTITY The Bank successfully launched its new brand identity Key activities that represent critical part of our overall - the new face of leadership - with a new logo as well strategy for growth will include expanding the franchise, as redesigned all the brand elements. It depicts a new investing in a fast-growing economic sector, claiming leadership positions in key product and market categories 45 44 Group Chief Executive’s Review (cont’d) and also helping to strengthen the communities in which we do business.

To sum it up, it would be safe to say that even though we are still faced with the challenges of poor infrastructure in the economy we are well-positioned to creatively tackle the challenges of the future. We will continue to work hard to increase the Bank’s profitability and to prove to you, our partners that your decision to do business with Intercontinental Bank was the right one.

We continue to believe that by offering our customers unmatched convenience and expertise, high service quality, innovative products and services and a variety of financial solutions delivered as a single relationship, we will continue to cultivate loyal customers, and Intercontinental Bank will continue to grow.

I thank God Almighty for His benevolence on us all these years and for supporting our vision.

ERASTUS B O AKINGBOLA.

4646 The Board

47 46 1. Dr. Raymond C. Obieri, OON - Chairman 2. Dr. Erastus B. O. Akingbola, MON - Group Chief Executive 3. Engr. H. U. F. Enuha - Director 4. Mr. Chris A. Alabi - Director 5. Ahlaji Isyaku Umar, OON - Director

11. Dr. (Mrs) Toyin Phillips - Director 12. Mr. Bayo Dada - Director 13. Mr. Thomas Gibian - Director 14. Mr. Thomas Scaperdas - Director 15. Mr. Nelson Nweke - Executive Director

48 48 6. Chief (Dr) Samuel I. Adegbite, OFR - Director 7. Mrs. Seinye Lulu-Briggs - Director 8. Barr. J. S. P. C. Nwokolo - Director 9. Mr. Ikechi Kalu - Director 10. Elder (Dr) Sanni Adams - Director

16. Alhaji Sheriff Yussuf - Executive Director 17. Mr. Akin Ajayi - Executive Director 18. Mr. Olayinka Adebiyi - Executive Director 19. Mr. Olusegun Ajibola - Executive Director 20. Mr. Simon Aranonu - Executive Director

49 48 Director’s Report

The Directors have the pleasure to present their report together with the Bank’s Audited Financial Statements for the year ended 29 February 2008.

LEGAL FORM The Bank was incorporated on the 9th day of February, 1989 as a private limited liability company. On 26 October, 2001 the Bank converted to a public liability company. In year 2000, the Bank became registered as a universal bank. On 29 January, 2003 the Bank became officially listed on the Nigerian Stock Exchange. In October 2005, the Bank merged with three other Banks, Equity Bank Plc, Gateway Bank Plc and Global Bank Plc.

BUSINESS The Bank provides comprehensive commercial banking services from its corporate headquarters in Lagos and its branches nationwide.

DIVIDEND The Directors have recommended the payment of a final dividend of 40k per share to shareholders on the register of the bank. This is in addition to the interim dividend of 35k paid earlier in the year. The dividend recommended is subject to withholding tax at the appropriate rate.

CHANGE IN COMPOSITION OF THE BOARD The composition of the Board changed within the year. Two new directors, Mr. Thomas Scarpedas and Mr. Thomas Gibian were appointed to the Board to represent the interest of the foreign investors. Subsequent to year end 29 February 2008, Mr. Simon Aranonu was appointed as an Executive Director of the bank.

BOARD OF DIRECTORS 1. Dr. R. C. Obieri (O.O.N) - Chairman 2. Dr. E. B. O. Akingbola (M.O.N) - Group Chief Executive 3. Engr. H.U.F. Enuha - Director 4. Mr. C. A. Alabi - Director 5. Alhaji Isyaku Umar (O.O.N) - Director 6. Mr. Ikechi O. Kalu - Director 7. Chief S. I. Adegbite (O.F.R) - Director 8. Mrs. Seinye O. B. Lulu-Briggs - Director 9. Mr. J. S. P. C. Nwokolo - Director 10. Dr. (Mrs.) Toyin Phillips - Director 11. Elder (Dr.) Sanni Adams - Director 12. Mr. Bayo Dada - Director 13. Mr. Thomas Scarpedas - Director 14. Mr. Thomas Gibian - Director 15. Mr. Nelson C. Nweke - Executive Director 16. Alhaji S. M. Yussuf - Executive Director 17. Mr. Akin Ajayi - Executive Director 18. Mr. Olayinka O. Adebiyi - Executive Director 19. Mr. J. Olusegun Ajibola - Executive Director 20. Mr. Simon Aranonu - Executive Director

50 50 Director’s Report

DIRECTORS RETIRING BY ROTATION The Directors retiring by rotation in accordance with the Memorandum and Articles of Association of the Company are:

1. Elder (Dr.) Sanni Adams 2. Mr. Bayo Dada 3. Alhaji Isyaku Umar

The Directors being eligible offer themselves for re-election.

RETIREMENT Two Executive Directors Mr. Nelson Nweke and Alhaji Sheriff Yussuf have indicated that they would be retiring from the company. Mr. Nelson Nweke’s retirement will be effective 29 February 2008, while Alhaji Sheriff Yussuf’s will be effective 30 April 2008.

BOARD MEETING The Board met six times in the year under review

RECORD OF DIRECTOR’S ATTENDANCE In compliance with S258(2) of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria 2004, the Record of Directors’ attendance at Board Meetings, committee meetings, and shareholders meetings, during the year under review are hereby disclosed.

Attendance at board, committees and shareholders meeting During the financial year ended 29 February 2008

Name No of No. No. of No. attended No. of No. attended Board meetings attended Committee Shareholders held during meetings held meetings held the period Dr. R. C. Obieri (O.O.N) 6 6 N/A N/A 2 2 Dr. E.B.O. Akingbola (M.O.N) 6 6 33 28 2 2 Engr. H.U.F. Enuha 6 6 19 17 2 2 Mr. C. A. Alabi 6 6 23 21 2 2 Alhaji Isyaku Umar(O.O.N) 6 5 10 10 2 2 Chief S.I. Adegbite (O.F.R) 6 6 11 11 2 2 Mr. Ikechi Kalu 6 5 22 21 2 2 Mrs. S. P. Lulu-Briggs 6 5 10 4 2 2 Barr. J.S.P.C. Nwokolo 6 6 6 5 2 2 Dr. (Mrs.) Toyin Phillips 6 6 21 17 2 2 Elder(Dr.) Sanni Adams 6 6 10 10 2 2 Mr. Bayo Dada 6 6 18 12 2 2 Mr. N.C. Nweke 6 6 17 13 2 2 Alhaji S.M. Yussuf 6 6 18 17 2 2 Mr. Akin Ajayi 6 5 17 12 2 2 Mr. O. Adebiyi 6 6 7 7 2 2 Mr. J.O. Ajibola 6 6 15 15 2 2 Mr. Thomas Scaperdas 6 3 3 0 N/A N/A Mr. Thomas Gibian 6 3 4 0 N/A N/A

51 50 Director’s Report

DIRECTORS’ INTEREST IN CONTRACTS None of the Directors notified the company for the purpose of section 277 of the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004, of any disclosable interest in contracts with which the company was involved as at 29 February 2008.

DIRECTORS INTEREST For the purpose of section 275 of the Companies and Allied Matters Act 1990, the interest of the Directors in the paid-up capital of the Bank as recorded in the register of members as at 29 February 2008 are as follows:

Name Direct Indirect Total % Holdings Holdings Chief S.I. Adegbite (OFR) 174,703,520 86,050,479 260,753,999 1.45 DR. R.C. Obieri (OON) 86,527,591 354,699,943 441,227,534 2.46 DR. E. B.O. Akingbola (MON) 421,337,696 - 421,337,696 2.35 Mr. Chris A. Alabi 170,446,948 20,233,318 190,680,266 1.06 Engr. H.U.F. Enuha 117,010,447 - 117,010,447 0.65 Alh. Isyaku Umar (OON) 150,450,319 - 150,450,319 0.84 Mr. Ikechi J.O.Kalu (Rep. Soo-Kok Holdings Ltd & Soo Nig Ltd.) - 266,853,120 266,853,120 1.49 Mr. Bayo Dada - 51,009,901 51,009,901 0.28 Alh. S.M. Yussuf 21,844,320 - 21,844,320 0.12 Mr. Akin Ajayi 573,307 - 573,307 0.00 Mr. Olayinka Adebiyi 12,987,588 - 12,987,588 0.07 Mr. J. Olusegun Ajibola 8,157,195 - 8,157,195 0.05 Elder (Dr) Sanni Adams 623,668 10,404,923 11,028,591 0.06 Mrs. Lulu-Briggs Seinye Peterba 58,803,337 360,122,953 418,926,290 2.33 Dr. (Mrs.) Phillips Olutoyin 690,713 5,625,500 6,316,213 0.04 Barr. Nwokolo J.S.P.C. 51,851,851 - 51,851,851 0.29 Mr. Nweke Nelson C 19,654,129 19,654,129 0.11

SHAREHOLDING ANALYSIS The shareholding pattern of the Bank as at 29 February, 2008 is as stated below:

Share No of Percentage of Number of Percentage Range Shareholders Shareholders Holdings Shareholding (%) 1 – 1,000 148,651 31.3519 115,792,526 0.7 1,001 - 5000 252,134 53.1775 880,623,498 4.9 5,001 – 10,000 47,664 10.0528 1,058,249,108 5.9 10,001 – 50,000 9,848 2.077 737,134,654 4.1 50,001 – 100,000 14,627 3.085 2,809,279,936 15.6 100,000 – 500,000 517 0.109 387,581,099 2.2 500,001 - 1,000,000 478 0.1008 959,610,484 5.3 1,000,001 - 5,000,000 79 0.0167 564,887,261 3.1 5,000,001 - 10,000,000 46 0.0097 675,413,836 3.8 10,000,001 - above 93 0.0196 9,778,061,093 54.4 TOTAL 474,137 100 17,966,633,495 100

52 52 Director’s Report

SHARE CAPITAL The authorised share capital of the Bank for the period under review is N=11.25 billion divided into 21 billion ordinary shares of 50 kobo each and 1.5 billion preference shares of 50 kobo each.

The paid-up capital of the Bank is N=9.7 billion divided into 17.9 billion ordinary shares of 50 kobo each and 1.5 billion preference shares of 50 kobo each.

AUDITORS In accordance with Section 357(2) of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria 2004, PricewaterhouseCoopers have indicated their willingness to continue in office as external auditors to the bank. A resolution will be passed at the Annual General Meeting to authorize the Directors to fix the remuneration of the Auditors.

DONATIONS AND GIFTS Beneficiaries Amount (Naira)

Catholic Youth 100,000 Consumer And Retail Risk Management In Nigeria 100,000 Kano State Tourism Board 100,000 Patient Medical Centre 100,000 Charismatic Renewal Ministries 200,000 International Chambers of Commerce Nigeria 200,000 Finance Department, UNILAG 250,000 The Gudi Foundation 250,000 Assemblies Of God, Church 250,000 Donation To Friends Of Police 250,000 Lagos State Education Award 2007 Sponsorship 250,000 Political Science Department, UNILAG 250,000 Lekki British International School 260,000 Best Orthopaedic Hospital 350,000 NECA 500,000 Anglican Youth Fellowship 500,000 Pacelli School For Blind Children 500,000 Sir David Osunde Foundation 500,000 UNICEF 500,000 NASFAT 550,000 Incubation Center Nsukka 708,603 UNIBEN 970,500 Nigeria Prays 1,000,000 RCCG Youth 2007 Programme 1,000,000 Save A Childs Heart Nigeria 1,000,000 ICSAN - 10 Computers 1,470,000 Manufacturers Association Of Nigeria 2,720,000 ICAN 3,000,000 St.Pauls Church Breadfruit 4,000,000 Medical Research-Cargosuite 4,597,425 FRSC 5,000,000 Queens College Anniversary 5,000,000

53 52 Director’s Report

Sponsor Of Lagos Bankers Nite 07 5,000,000 Nnamdi Azikwe University PG School Building 6,000,000 CIBN 6,450,000 Anglican Diocese of Lagos 7,665,000 Christian Association of Nigeria 8,665,000 Kidney Support - Abdul Rasaq Olajide 9,000,000 Handicapped Education Foundation 10,000,000 Olabisi Onabanjo University 10,000,000 UNIZIK Building, Awka 16,185,782 Hostel - UNIBEN 19,596,840 Otedola Institute 24,570,715 Lagos State Security Operations 39,819,500 Others 5,070,242

Total 204,449,607

COMPLIANCE WITH THE LAW The Board ensures that management complies with all the laws relating to banking, especially the Money Laundering Laws, Foreign Exchange Laws, The Know Your Customer Principles, Code of Corporate Governance for Nigeria Banks and all the policies of the Central Bank of Nigeria.

The Board also ensures that the Bank co-operates with all Statutory Agencies in the course of carrying out its responsibilities.

The Directors confirm that the Bank complied fully with the above within the financial year.

POST BALANCE SHEET EVENT There are no significant post balance sheet events which have not been provided for in these accounts.

EMPLOYMENT OF PHYSICALLY CHALLENGED PERSONS The Bank maintains a policy of non-discrimination against the physically challenged persons. In the event of any member of staff becoming physically challenged, efforts would be made to ensure that his/her employment with the Bank continues.

EMPLOYEE INVOLVEMENT AND TRAINING In the year ending 29 February 2008, the bank invested about N=800 million in both local and off-shore training. Our investment in manpower development is geared towards human capacity building because we have always realized that we can only become the true leader through good learning and training.

54 54 Director’s Report

In Intercontinental Bank Plc, our performance and career management system has continually ensured that we develop well-rounded bankers that are adequately equipped to function in all areas of our business. This is achieved through detailed and well structured career and mentoring programmes that identify current and long-term skill gaps and develop appropriate intervention strategies to address such gaps.

HEALTH/SAFETY/WELFARE OF EMPLOYEES We assist employees to maintain good health by providing adequate medical facilities for staff and their families locally and overseas. We run a Health Insurance Scheme through a Health Management Organisation (HMO). This covers the employee, his/her spouse and maximum of four children. We also have a sick bay as well as a gymnasium sited at our corporate Head Office.

BY ORDER OF THE BOARD

Taiwo Ologbenla (Mrs.) Company Secretary/Legal Adviser

55 54 Management Team

The management of the bank led by Dr. Erastus B. Akingbola, (MON) is made up of some of the best minds in the financial industry. The team includes:

1. Dr. Erastus B. O. Akingbola, MON - Group Chief Executive

2. Mr. Nelson Nweke - Executive Director

3. Alhaji Sheriff Yussuf - Executive Director

4. Mr. Akin Ajayi - Executive Director

5. Mr. Olayinka Adebiyi - Executive Director

6. Mr. Olusegun Ajibola - Executive Director

7. Mr. Simon Aranonu - Executive Director

8. Mr. Michael Gibbs - Controller

9. Mr. Charles Jenneker - Controller

10. Mr. Maduka Ezekwesili - General Manager

11. Mrs. Folake Adeoye - General Manager

12. Mr. Jimi Shotunde - General Manager

13. Mr. Femi Babalola - General Manager

14. Mr. Toyin Ehinlaiye - General Manager

15. Mr. Emeka Odo - General Manager

16. Mrs Laide Abel - General Manager

17. Mr. Anthony Isunuoya - General Manager

18. Mr. Kola Emmanuel - General Manager

19. Mr. Toyin Amusan - General Manager

20. Princess Ngozi Nnadozie - General Manager

21. Mr. Bola Shodipo - General Manager

22. Mr. Soji Jenyo - General Manager

56 56 57 56 Statement of Directors’ Responsibilities

The Companies and Allied Matters Act 1990 and the Banks and Other Financial Institutions Act 1991, require the Directors to prepare financial statements for each financial period that give a true and fair view of the state of financial affairs of the company at the end of the period and of its profit or loss. The responsibilities include ensuring that the company:

(a) keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the company and comply with the requirements of the Companies and Allied Matters Act 1990 and the Banks and Other Financial Institutions Act 1991;

(b) establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other regularities; and

(c) prepares its financial statements using suitable accounting policies supported by reasonable and prudent judgements and estimates, and are consistently applied.

The Directors accept responsibility for the annual financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgements and estimates, in conformity with Nigerian Accounting Standards and the requirements of the Companies and Allied Matters Act 1990 and the Banks and Other Financial Institutions Act 1991.

The Directors are of the opinion that the financial statements give a true and fair view of the state of the financial affairs of the company and of its profit or loss. The directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of financial statements, as well as adequate systems of internal financial control.

Nothing has come to the attention of the directors to indicate that the company and its subsidiaries will not remain a going concern for at least twelve months from the date of this statement.

______Dr Raymond C Obieri OON Dr Erastus B O Akingbola MON Chairman Group Chief Executive

13 May 2008

58 58 Report of the Audit Committee

In accordance with the provision of section 359 (6) of the Companies and Allied Matters Act 1990, we confirm that the accounting and reporting policies of the Company are in accordance with the legal requirements and agreed ethical practices.

In our opinion: (a) The scope and planning of the audit for the year ended 29 February 2008 were adequate:

(b) The External Auditors’ findings on management matters and the departmental responses therein were satisfactory.

(c) The internal control system was being constantly and effectively monitored

(d) We are satisfied that the bank has complied with the provisions of Central Bank of Nigeria circular BSD/1/2004 dated 18 February 2004 on “Disclosure of insider related credits in the financial statements of banks”, and hereby confirm that an aggregate amount of N=7.67 billion was outstanding as at 29 February 2008 all of which are performing. See Note 33; and

(e) The Committee therefore recommended that the Audited Financial statements of the Bank for the year ended 29 February, 2008 and the Auditors’ Report thereon be presented for adoption by the Company at the Annual General Meeting.

The Committee also approved the provision made in the Financial Statements in relation to the remuneration of the Auditors.

Dated this 13th day of May, 2008

Sir S. N. Nwosu Chairman, Audit Committee

Members of the Committee Mr. S. N. Nwosu - Chairman Mr. O. O. Ayinde - Member Chief U. U. Mba - Member Mr. C. A. Alabi - Member Alhaji S. M. Yusuf - Member

59 58 Plot 253E, Muri Okunola Street, Off Ajose Adeogun Street, Victoria Island, Lagos - Nigeria.

Report of the Independent Auditor to the Members of Intercontinental Bank Plc

Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Intercontinental Bank Plc (the bank) and its subsidiaries (together, the group), which comprise the consolidated balance sheet as of 29 February 2008 and the consolidated profit and loss account and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the financial statements The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with Nigerian Statement of Accounting Standards and with the requirements of the Companies and Allied Matters Act. This responsibility includes: designing, implementing and maintaining internal control to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility Our responsibility is to express an independent opinion on the financial statements based on our audit. We concluded our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance that the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion In our opinion, the accompanying financial statements give a true and fair view of the state of the financial affairs of the group and of the bank at 29 February 2008 and of the profit and cash flows of the group and of the bank for the year then ended in accordance with Nigerian Statements of Accounting Standards and the Companies and Allied Matters Act.

60 60 Report on other legal requirements

The Companies and Allied Matters Act and the Banks and Other Financial Institutions Act require that in carrying out our audit we consider and report to you on the following matters. We confirm that: i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. ii) in our opinion, proper books of account have been kept by the bank, so far as appears from our examination of those books; iii) the bank’s balance sheet and profit and loss account are in agreement with the books of account. iv) our examination of loans and advances was carried out in accordance with the Prudential Guidelines for licensed banks issued by the Central Bank of Nigeria; v) related party transactions and balances are disclosed in Note 33 to the financial statements in accordance with the Central Bank of Nigeria Circular BSD/1/2004; vi) the bank has complied with the requirements of the relevant circulars issued by the Central Bank of Nigeria.

Chartered Accountants 14 May 2008 Lagos, Nigeria.

61 60 Statement of Accounting Policies For the year ended 29 February 2008

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

1 Basis of preparation The consolidated financial statements have been prepared in accordance with Nigerian Statements of Accounting Standards (SAS). The consolidated financial statements are presented in the functional currency, Nigeria Naira (N), rounded to the nearest million, and have been prepared under the historical cost convention as modified by the revaluation of investment securities.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on the directors’ best knowledge of current events and actions, actual results ultimately may differ from those estimates.

2 Consolidation (a) Subsidiaries Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition, identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.

The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the profit and loss account. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(b) Transactions and minority interests The Group applies a policy of treating transactions with minority interests as transactions with parties external to the Group. Disposals to minority interests result in gains and losses for the Group that are recorded in the income statement. Purchases from minority interests result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary

62 62 Statement of Accounting Policies cont’d

(c) Associates Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.

3 Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns different from those of segments operating in other economic environments.

4 Revenue recognition Interest income and expense are recognised in the profit and loss account for all interest bearing instruments on an accrual basis using the effective yield method based on the outstanding principal. Interest income includes coupons earned on fixed income investment and trading securities and accrued discount and premium on treasury bills and other discounted instruments. Interest income on impaired loans and advances are suspended and recognised on a cash basis.

Fees, commissions and other income are recognised as earned upon completion of the related service and when all legal conditions have been satisfied.

Foreign exchange income comprises all gains and losses from dealing in foreign currencies.

Investment income comprises income from trading in listed equities together with any related dividend income on positions held.

5 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).

The consolidated financial statements are presented in Naira which is the Company’s functional and presentation currency.

(b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

63 62 Statement of Accounting Policies cont’d

(c) Group companies The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: * assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; * income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and * all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

6 Property, plant and equipment Land and buildings comprise mainly branches and offices. Property and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the profit and loss account during the financial period in which they are incurred. Increases in the carrying amount arising on revaluation are credited to a revaluation reserve. Decreases that offset previous increases of the same asset are charged against the revaluation reserve; all other decreases are charged to the profit and loss account.

Depreciation is calculated on the straight line basis to write down the cost of each asset, or the revalued amounts, to its residual values over its estimated useful life as follows:

Leasehold land and buildings: over the lease period Fixtures, fittings and equipment: 3 - 15 years Motor vehicles: 4 years

Property, plant and equipment are periodically reviewed for impairment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Gains and losses on disposal of fixed assets are determined by reference to their carrying amount and are taken into account in determining operating profit.

7 Investment securities Investment securities comprise debt and equity securities. Investment securities intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, exchange rates or equity prices are classified as long term investments. Debt and equity securities held for a period not exceeding one year are classified as short

64 64 Statement of Accounting Policies cont’d

term investments. Investment securities are initially recognised at cost and management determines classification at initial investment.

Short term investments are subsequently re-measured at the lower of cost and market value. The amount by which the cost exceeds the market value is charged to the profit and loss account. Long tem investments are carried at cost less impairment. An investment is impaired if its carrying amount is greater than its estimated recoverable amount. The amount of impairment loss for assets carried at amortised cost is calculated as the difference between the asset’s carrying amount and the market value. Interest earned whilst holding investment securities is reported as investment income. Dividends receivable are included separately in dividend income when a dividend is declared. A change in market value of investment securities is not taken into account unless it is considered to be permanent.

8 Loans and advances Loans and advances are recognised when cash is advanced to borrowers. Provision for loan impairment is made in accordance with the Prudential Guidelines for Licensed Banks issued by the Central Bank of Nigeria for each account that is not performing in accordance with the terms of the related facility as follows: Interest and/or Principal outstanding for over: Classification: Provision: 90 days but less than 180 days Substandard 10% 180 days but less than 360 days Doubtful 50% 360 days and over Lost 100%

In addition, a provision of 1% minimum is made for all performing risk assets to recognise losses in respect of risks inherent in any credit portfolio. When a loan is deemed uncollectible, it is written off against the related provision for impairment. Subsequent recoveries are credited to the provision for loan losses in the profit and loss account.

9 Employee benefits The group operates a funded defined contribution retirement benefit scheme for its employees under the provisions of the Pension Reform Act of 2004. Employer contributions are charged to the profit and loss account when the related service has been enjoyed. Employers’ liability is limited to any unremitted contributions under the scheme.

Employee entitlements to long service awards are recognised when they accrue to employees. A provision is made for the estimated liability for such entitlements as a result of services rendered by employees up to the balance sheet date.

10 Deferred income tax Deferred income tax is provided using the liability method for all timing differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Currently enacted tax rates are used to determine deferred income tax.

The principal timing differences arise from depreciation of property, plant and equipment, provisions for pensions and other post-retirement benefits, provisions for loan losses and tax losses carried forward. The rates enacted or substantively enacted at the balance sheet date are used to determine deferred income tax. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

65 64 Statement of Accounting Policies cont’d

Deferred tax assets are recognised where it is probable that future taxable profit will be available against which the timing differences can be utilised.

Income tax payable on profits, based on the applicable tax law in each jurisdiction, is recognised as an expense in the period in which profits arise. The tax effects of income tax losses available for carry forward are recognised as an asset when it is probable that taxable profits will be available against which these losses can be utilised.

11 Finance lease When assets are held subject to a finance lease, the present value of the lease payment is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method (before tax), which reflects a constant periodic rate of return.

12 Dividend Dividends on ordinary shares are recognised in equity in the period in which they are approved by the Company’s shareholders.

13 Acceptances and letters of credit Acceptances and letters of credit are accounted for as off-balance sheet transactions and disclosed as contingent liabilities. They include contingent liabilities arising from performance bonds and guarantees issued on behalf of customers in the ordinary course of business. Commissions on these transactions are recognised as earned on issuance of the bond or guarantee.

66 66 67 Financials

68 68 Balance Sheet As at 29 February 2008 Group Group Bank Bank 2008 2007 2008 2007 ASSETS Note N=’million N=’million N=’million N=’million

Cash and balances at central bank 2 125,881 58,801 95,646 58,400 Treasury bills and other eligible bills 3 144,885 87,909 142,456 87,427 Due from other banks 4 476,045 203,740 494,638 174,378 Loans and advances to customers 5 435,457 262,536 411,442 252,779 Advances under finance lease 6 14,605 16,074 14,489 15,801 Investment securities 7 92,768 31,302 75,389 29,186 Investments in subsidiaries 8 - 200 11,057 2,792 Investments in associates 9 2,798 2,238 2,798 2,236 Other assets 10 62,097 20,247 48,313 20,065 Fixed assets 11 37,674 21,737 35,176 20,484

Total assets 1,392,210 704,784 1,331,404 663,548

LIABILITIES Customer deposits 12 1,057,079 467,934 1,037,420 455,703 Due to other banks 13 21,116 3,594 21,500 1,594 Current income tax 14 14,435 6,851 13,038 6,281 Deferred income tax 15 1,667 2,061 1,560 1,841 Other liabilities 16 68,740 57,164 39,341 34,002 Borrowings 17 20,274 8,605 20,274 8,248

Total liabilities 1,183,311 546,209 1,133,133 507,669

Minority interest 18 8,486 1,686 - -

CAPITAL AND RESERVES

Share capital 19 9,733 5,362 9,733 5,362 Share premium 20 146,712 37,656 146,712 37,656 Retained earnings 21 21,805 10,260 20,019 10,542 Other reserves 22 22,163 13,240 21,807 11,948 Deposit for shares 24 - 90,371 - 90,371

Shareholders’ funds 200,413 156,889 198,271 155,879

Total liabilities and equity 1,392,210 704,784 1,331,404 663,548

Off balance sheet engagements 26 322,854 118,502 322,854 118,502

The financial statements and notes on pages 62 to 86 were approved by the Board of Directors on 13 May 2008 and signed on its behalf by:

Dr. Raymond C. Obieri (OON) Dr. Erastus B.O Akingbola (MON) (Chairman) (Group Chief Executive) 69 The statement of significant accounting policies on pages 62 to 66 form an integral part of these financial statements. 68 Profit and Loss Account For the year ended 29 February 2008

Group Group Bank Bank 2008 2007 2008 2007 Note N=’million N=’million N=’million N=’million

Interest income 27 114,786 51,733 106,407 50,315 Interest expense 28 (47,983) (17,222) (41,203) (16,720)

Net interest income 66,803 34,511 65,204 33,595

Fee and commission income 29 36,305 25,627 33,189 24,418 Foreign exchange income 2,873 1,937 2,798 1,935 Other operating income 30 19,607 8,071 12,533 5,746

Net operating income 125,588 70,146 113,724 65,694

Provision for loan loss 5 (8,657) (5,510) (6,604) (5,183)

Operating expenses 31 (72,342) (42,567) (65,343) (39,559)

Operating profit 44,589 22,069 41,777 20,952

Share of profit of associate company 9 1,044 498 1,044 498

Profit before tax 45,633 22,567 42,821 21,450

Tax 14 (10,860) (7,087) (9,960) (6,636)

Profit after tax 34,773 15,480 32,861 14,814

Profit attributable to minority interest 18 779 360 - -

Profit attributable to parent’s equity shareholders 21 33,994 15,120 32,861 14,814

34,773 15,480 32,861 14,814

Basic earnings per share (kobo) 25 189 141 183 138 Diluted earnings per share (kobo) 25 183 141 177 138

Dividend per ordinary share - interim (paid) 23 35k 30k 35k 30k - final (proposed) 23 40k 35k 40k 35k

The statement of significant accounting policies on pages 62 to 66 form an integral part of these financial statements.

70 70 Cashflow Statement For the year ended 29 February 2008

Group Group Bank Bank 2008 2007 2008 2007 Note N=’million N=’million N=’million N=’million

OPERATING ACTIVITIES Cash generated from operations 35 389,369 93,501 400,477 69,019 Corporate tax paid 14 (3,670) (2,172) (3,484) (2,011)

Net cash from operating activities 385,699 91,329 396,993 67,008

CASH FLOWS FROM INVESTING ACTIVITIES

Redemption of debt securities --37 - 37 Purchase of debt and equity securities (61,466) (16,283) (46,203) (15,290) Dividend received from associate 188 188 Investment in subsidiaries - (273) (8,265) (1,980) Purchase of investment property - - - Purchase of fixed assets (20,166) (12,510) (18,291) (11,370) Proceeds from sale of fixed assets 686 74 358 64

Net cash used in investing activities (80,758) (28,956) (72,213) (28,539)

CASH FLOWS FROM FINANCING ACTIVITIES

Deposit for shares - 90,371 - 90,371 Dividend paid (12,407) (7,510) (12,792) (7,510) Proceeds from issuance of shares 15,646 - 15,646 - Borrowings 11,669 14,343 12,026 13,986 Repayment of loan - (7,863) - (7,863) Issue of shares to minoity interests 6,021 424 - - Dividend received from associate company - 139 139

Net cash from financing activities 20,929 89,905 14,880 89,123

Net increase in cash and cash equivalents 325,870 152,278 339,660 127,592

Cash and cash equivalent at start of the year 34 264,429 112,151 236,184 108,592

Cash and cash equivalent at start of the year 34 590,299 264,429 575,844 236,184

The statement of significant accounting policies on pages 62 to 66 form an integral part of these financial statements.

70 71 Notes to the Accounts For the year ended 29 February 2008

1 Segment reporting The Group reports the results of its operations through three main business segments: Commercial & Retail Banking, Investment management and securities trading and Insurance. Commercial & Retail banking provides banking solutions to commercial enterprises and individuals. Investment management and securities trading conducts the Group’s financial advisory and securities trading activities. All transactions between business segments are conducted on an arm’s length basis. Internal charges and transfer pricing adjustments are reflected in the performance of each business. Head office functions and other operations contains a centralised treasury function, which deals with the Group’s funding requirements. The funding requirements of each business segment reflects funding at market rates and not internally generated transfer prices and is therefore not separately disclosed within inter-segment net income.

Corporate & Investment Insurance Others Eliminations Total Retail management Banking and securities trading

Total revenues derived from external customers 159,737 10,527 1,451 1,224 - 172,939 Total revenues derived from other segments 1,194 - 209 215 (1,618) -

Total revenues 160,931 10,527 1,660 1,439 (1,618) 172,939

Profit before taxation 42,953 1,202 715 763 - 45,633

Segment net assets 187,098 3,435 8,748 1,133 - 200,414

The group operates in two main geographical areas, Nigeria and Ghana. The Ghana operation accounts for less than 10% of total assets and revenues of the group and as such is not reported separately.

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 2 Cash and balances with central banks Cash 35,809 5,745 7,622 5,675 Balances with central banks 90,072 53,056 88,024 52,725

125,881 58,801 95,646 58,400

Balances with the Central Bank of Nigeria and Bank of Ghana include mandatory reserve deposit of N= 21.9billion (2007: N=8.7billion). The mandatory reserve deposits are not available for use in the Bank’s day to day operations.

3 Treasury bills and bonds Maturing within 90 days of the date of acquisition (Note 34) 9,489 5,482 7,060 5,000 Maturing after 90 days of the date of acquisition 135,396 82,427 135,396 82,427

144,885 87,909 142,456 87,427

4 Due from other banks Due from other banks within Nigeria 404 0 18,181 --25 Money market placements 373,825 146,318 393,960 135,505 Due from banks outside Nigeria 25,894 17,835 24,556 17,443 Items in the course of collection 76,286 21,406 76,122 21,405

476,045 203,740 494,638 174,378

Amounts due from banks outside Nigeria include the sum of N=10.6billion ( 2007: N= 6.2billion) deposited by the bank on behalf of 72customers in respect of letters of credit. The amount is not available for the day to day operations of the bank. 72 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 5 Loans and advances to customers Overdrafts 115,642 95,587 112,384 95,587 Bankers acceptances 38,396 24,263 38,396 24,199 Term loans 287,934 144,353 263,876 135,697 Other loans 14,298 12,852 14,460 11,182

456,270 277,055 429,116 266,665 Loan loss provision (17,437) (11,929) (14,830) (11,323) Interest in suspense (3,376) (2,590) (2,844) (2,563)

435,457 262,536 411,442 252,779

Analysis by security Secured against real estate 108,992 138,098 105,038 138,098 Otherwise secured 345,146 136,818 321,987 126,429 Unsecured 2,132 2,139 2,091 2,138

456,270 277,055 429,116 266,665

Analysis by performance Non-Performing 16,589 12,872 15,030 12,381 Performing 439,681 264,183 414,086 254,284

456,270 277,055 429,116 266,665

Analysis by maturity (Gross) 0 to 30 days 172,531 120,660 170,804 120,660 31 to 90 days 25,683 29,103 23,706 29,103 91 to 180 days 34,002 31,415 28,597 31,415 181 to 365 days 37,291 15,338 29,858 15,338 Over 1 year 186,763 80,539 176,151 70,149

Total 456,270 277,055 429,116 266,665

Loan loss provision and interest in suspense a) Movement in loan loss provision At start of year - Non-performing 7,052 6,158 8,092 7,640 - Performing 4,877 3,237 3,231 1,605

11,929 9,395 11,323 9,245 Additional provision/(recoveries) - Non-performing 9,259 3,766 5,870 3,324 - Performing (480) 1,640 908 1,626 Amounts written off (3,271) (2,872) (3,271) (2,872)

At end of year - Non-performing 13,040 7,052 10,691 8,092 - Performing 4,397 4,877 4,139 3,231

17,437 11,929 14,830 11,323 73 72 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million b) Movement in interest in suspense At start of year 2,590 1,854 2,563 1,852 Suspended during the year 786 736 281 711

At end of year 3,376 2,590 2,844 2,563

c) Loan loss charge/(writeback) Specific provision on non-performing loans 9,259 3,633 5,870 3,324 General provision on performing loans (480) 1,640 908 1,626 General provision on advances under finance lease (16) 42 (14) 40 Specific provision on advances under finance lease (106) 195 (160) 193

8,657 5,510 6,604 5,183

6 Advances under finance lease Gross investment 17,350 21,298 17,166 20,959 Less: Unearned finance income (2,508) (4,865) (2,497) (4,804)

14,842 16,433 14,669 16,155 Provision (237) (359) (180) (354)

14,605 16,074 14,489 15,801

Analysis by maturity (Gross) 0 to 30 days 77 39 74 39 31 to 90 days 138 74 138 74 91 to 180 days 2,787 3,727 2,787 3,727 181 to 365 days 4,622 1,186 4,619 1,186 Over 1 year 7,218 11,407 7,051 11,129

Total 14,842 16,433 14,669 16,155

Analysis by performance Non-performing 123 214 214 208 Performing 14,719 16,219 14,560 15,947

14,842 16,433 14,669 16,155

Movement in provision for advances under finance lease At start of year - Non-performing 196 1 194 1 - Performing 163 121 160 120

359 122 354 121 Additional provision - Non-performing (106) 195 (160) 193 - Performing (16) 42 (14) 40

At end of year - Non-performing 909 0 196 343 4 194 - Performing 147 163 146 160

74 237 359 180 354 74 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 7 Investment securities Debt securities - at cost - Unlisted 53,106 25,791 52,859 25,790 Equity securities - Listed 29,939 2,054 12,576 - - Unlisted 6,429 337 6,425 256 Small and medium scale industries 3,529 3,167 3,529 3,167

93,003 31,349 75,389 29,213 Provision for impairment (235) (47) - (27)

92,768 31,302 75,389 29,186

8 Investment in subsidiaries 2008 2007 Subsidiaries Holding Principal Activity Intercontinental WAPIC Insurance Plc 58.04% Insurance 4,767 274 Intercontinental Capital Markets Limited 62.74% Financial Services 673 673 Intercontinental Homes & Savings Limited 51.88% Financial Services 3,388 108 Intercontinental Properties Limited 100% Real estate management 100 100 Intercontinental Finance & Investment Limited 100% Financial Services 100 100 Intercontinental Registrars Limited 100% Secretarial services 200 100 Intercontinental Trustees Limited 100% Trusteeship 100 100 Intercontinental Bank Ghana Limited 89% Banking 1,337 1,337 Intercontinental Securities Limited 51.45% Asset Management 392 -

11,057 2,792

All subsidiaries are incorporated in the Federal Republic of Nigeria except Intercontinental Bank Ghana Ltd which is incorporated in the Republic of Ghana.

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 9 Investments in associates Associates Holding Principal Activity Associated Discount House Limited 47% Financial Services 2,798 1,942 2,798 1,942 Intercontinental Pension Fund Management Limited (IPFL) 30% Pension fund management --2---

Intercontinental Securities Limited 40% Asset Management - 294 - 294

2,798 2,238 2,798 2,236

b) Movement in the net investment in associate companies At start of the year 2,238 1,806 2,236 1,806 Transfer of investment in associate to subsidiary (294) - (294) - Disposal of IPFL (2) - --- Additions --73 --71 Dividend received (188) (139) (188) (139) Share of profit after tax 1,044 498 1,044 498

At end of year 2,798 2,238 2,798 2,236

All associate companies are incorporated in the Federal Republic of Nigeria and are not listed. 7475 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 10 Other assets Accrued interest and fees receivable 14,308 4,923 13,917 4,679 Prepayments 7,926 4,330 7,365 4,171 Accounts receivable 27,122 3,038 24,390 2,534 Amount due from agents and brokers 2,868 1,392 --- Property and work in progress 5,758 1,067 1,072 644 Other receivables 7,349 7,588 4,035 10,024

65,331 22,338 50,779 22,052 Provision for doubtful accounts receivable (3,234) (2,091) (2,466) (1,987) 62,097 20,247 48,313 20,065 11 Fixed assets (a) Group Leasehold Fixtures land and Motor fittings and Work in buildings vehicles equipment Progress Total N=’million N=’million N=’million N=’million N=’million Cost At 1 March 2007 8,735 4,025 10,688 4,885 28,333 Additions 3,109 1,990 4,819 10,248 20,166 Disposals (325) (300) (6) (243) (874) Transfers 2,446 55 548 (3,049) -

At 29 February 2008 13,965 5,770 16,049 11,841 47,625

Depreciation - At 1 March 2007 604 1,930 4,062 - 6,596 Charge for the year 368 992 2,227 - 3,587 Disposals (6) (223) (3) - (232) At 29 February 2008 966 2,699 6,286 - 9,951

Net book amount At 29 February 2008 12,999 3,071 9,763 11,841 37,674 - At 28 February 2007 8,131 2,095 6,626 4,885 21,737

(b) Bank Cost At 1 March 2007 8,038 3,189 9,184 4,884 25,295 Additions 1,882 1,687 4,481 10,241 18,291 Disposals (27) (217) (4) (243) (491) Transfers 2,455 55 548 (3,058) -

At 29 February 2008 12,348 4,714 14,209 11,824 43,096

Depreciation At 1 March 2007 445 1,411 2,955 - 4,811 Charge for the year 331 866 2,088 - 3,285 Disposals (6) (168) (2) - (176) At 29 February 2008 770 2,109 5,041 - 7,920

Net book amount At 29 February 2008 11,578 2,605 9,168 11,824 35,176

At 28 February 2007 7,593 1,778 6,229 4,884 20,484 76 76 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million

12 Customer deposits Current and demand deposits 650,543 226,838 678,079 219,062 Saving deposits 77,660 61,692 76,779 60,799 Term deposits 328,876 179,404 282,562 175,842

1,057,079 467,934 1,037,420 455,703

Analysis by maturity 0 to 30 days 775,918 302,930 773,271 302,931 31 to 90 days 52,670 40,240 39,702 40,239 91 to 180 days 58,607 1,394 54,595 1,394 181 to 365 days 55,285 26,086 55,253 1,086 Over 1 year 114,599 97,284 114,599 110,052

Total 1,057,079 467,934 1,037,420 455,702

13 Due to other banks Placements 21,116 3,594 21,500 1,594

14 Income tax expense Charge Current income tax 10,032 5,776 9,094 5,344 Education tax 770 399 721 395 Technology tax 452 - 426 -

11,254 6,175 10,241 5,739 Deferred income tax charge (Note 15) (394) 912 (281) 897

10,860 7,087 9,960 6,636

Current Income tax Payable At start of year 6,851 2,848 6,281 2,553 Charge for the year 11,254 6,175 10,241 5,739 Payments during the year (3,670) (2,172) (3,484) (2,011)

At end of year 14,435 6,851 13,038 6,281

15 Deferred income tax Deferred income tax is calculated, in full, on all temporary differences under the liability method using the enacted tax rate of 30%. The movement on the deferred tax account is as follows : At start of the year 2,061 1,149 1,841 944 Charge for the year ( Note 14) (394) 912 (281) 897

At end of the year 1,667 2,061 1,560 1,841

77 76 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 16 Other liabilities Interest payable 3,668 1,124 3,219 922 Unearned income 6,631 4,443 6,625 4,443 Deposits for foreign currency purchases 10,634 6,156 10,514 6,156 Other deposits 13,663 9,006 - 9,006 Managers cheques 3,444 - 3,444 6,190 Insurance claims payable 468 104 --- Dividend payable 1,119 - 734 - Insurance funds 1,285 1,283 --- Provision for legal claim 800 800 800 800 Other payables 27,028 34,248 14,005 6,485

68,740 57,164 39,341 34,002

17 Borrowings The borrowing comprise facilities from African Export-Import Bank and a syndicated loan facilitated by Standard Bank and African Export- Import Bank. The facilities which expire in 2009 attracts interest at LIBOR and 11.29% respectively and are available for on lending to customers.

18 Minority Interest N=’000 N=’000 At start of year 1,686 867 Purchase of shares in subsidiaries 6,012 459 Share of net profit of subsidiary 779 360 Share of other reserves 99-

At end of year 8,486 1,686

19 Share capital Authorised: 21billion units (2007: 16,500 million) of ordinary shares of 50 kobo each 10,500 8,250

1.5 billion units of 7% irredeemable preference shares of 50 kobo each 750 -

Issued and fully paid: Ordinary Shares 17.9 billion (2007: 10.7 billion) ordinary shares of 50 kobo each 8,983 5,362

Preference Shares 1.5 billion preference shares of 50kobo each 750 -

The dividend on the preference share is at the rate equal to the higher of 7% per annum and the rate of 1% above the annual dividend in ordinary shares. Dividend is payable semi annual instalments on 31 October and 30 April. The preference shares are mandatorily convertible to ordinary shares on a one for one ratio later than February, 2011.

Movements during the year: At start of the year 5,362 5,362 Transfer from deposit for shares (Note 24) 3,621 - Issue of preference shares 750 -

At end of the year 9,733 5,362 78 78 Notes to the Accounts Cont’d

At the Extra Ordinary General Meeting held on May 25, 2007, a resolution was passed increasing the authorised share capital from N=9billion comprising of N=8.25 billion (16.5 billion ordinary shares of 50kobo each) and N=750 million (1,500 million preference shares of 50k each) to N=11.25 billion divided into N=10,500 million (21,000 million ordinary shares of 50kobo each) and N=750 million (1,500million preference shares of 50kobo each).

Following the approval and allottment of the bank’s public offer, the bank listed an additonal 7.2 billion ordinary shares of 50 kobo each which increased the bank’s issued share capital to 17.9 billion ordinary shares.

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 20 Share premium a) Share premium At start of the year 37,656 37,656 37,656 37,656 Transfer from deposit for shares (Note 24) 94,160 - 94,160 - Premium on preference shares 19,500 - 19,500 - Share issue expense (4,604) - (4,604) -

At end of the year 146,712 37,656 146,712 37,656

21 Retained earnings At start of the year 10,260 2,237 10,542 2,648 Transfer from/(to) small and medium scale industries equity investment scheme 255 (1,481) - (1,481) Transfer to statutory reserve (9,289) (2,222) (9,858) (2,222) Transfer to contingency reserve 808 0 (177) - - 2008 interim dividend paid (6,289) (3,217) (6,289) (3,217) 2007 final dvidend paid (6,289) - (6,289) Preference dividend (948) - (948) - Net transfer from other reserves 31 - --- Net profit for the year 33,994 15,120 32,861 14,814

At end of the year 21,805 10,260 20,019 10,542

79 78 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 22 Other reserves a) Statutory reserve At start of the year 8,760 6,538 8,080 5,858 Transfer from retained earnings 9,289 2,222 9,858 2,222

At end of the year 18,049 8,760 17,939 8,080

b) Small and medium scale industries equity investment scheme reserve

At start of the year 4,123 2,642 3,868 2,387 Transfer from retained earnings (255) 1,481 - 1,481

At end of the year 3,868 4,123 3,868 3,868

Statutory reserve represents the cumulative amount set aside from annual net profit after tax as required by section 16 (1) of the Banks and Other Financial Institution Decree, 1991.

Small and medium scale industries equity investment scheme reserve represents the cummulative set aside from annual profit after tax as required by the established guidelines. The proportion of profits transferred to this reserve is 10% of profit after tax. The small and medium scale industries equity investment scheme reserves are non-distributable.

c) Revaluation reserve At start of the year 35 35 --- Transfer from retained earnings 46 - ---

At end of the year 81 35 ---

The revaluation reserves are non- distributable.

d) Contingency reserve At start of the year 322 145 --- Transfer to/from retained earnings (80) 177 ---

At end of the year 242 322 ---

Contingency reserves represents amount set aside in respect of life and general insurance business in accordance with the Insurance Act, 2003.

e) Translation reserve At start of the year ---- - Transfer to retained earnings (77) - ---

(77) - ---

Total other reserves 22,163 13,240 21,807 11,948

Translation reserve is as a result of exchange differences in the foreign subsidiary. 80 80 Notes to the Accounts Cont’d

23 Dividend At the next board meeting, a final dividend in respect of the year ended 29 February 2008 of 40k (2007: 30k) per share is to be proposed. An interim dividend of 35k in respect of period ended 31 August 2007 (August 2006:30k) per share has been paid. Dividend is normally paid to shareholders less withholding tax of 10%. Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 24 Deposit for shares At start of the year 90,371 - 90,371 - Additional Funds 7,410 90,371 7,410 90,371 Transfer to share capital on allotment (3,621) - (3,621) - Transfer to share premium on allotment (94,160) - (94,160) - At end of the year - 90,371 - 90,371

25 Earnings per share (a) Basic Basic earnings per share is calculated by dividing the net profit attribute to equity holders of the bank by the weighted average number of ordinary shares in issue during the year. Profit for the year attributable to ordinary shareholders 33,994 15,120 32,861 14,814 (Naira) Weighted average number of ordinary shares in issue 17,966 10,724 17,966 10,724 Basic earnings per share (expressed in kobo) 189 141 183 138

(b) Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of alldilutive potential ordinary shares. The bank has one category of dilutive potential ordinary shres, which are assumed to have beenconverted into ordinary shares. The net profit is adjusted to eliminate the preference dividend for the period. Profit for the year attributable to ordinary shareholders (Naira) 33,994 15,120 32,861 14,814 Preference dividend (Naira) 948 - 948 - Profit used to determine diluted earnings per share (Naira) 34,942 15,120 33,809 14,814 Weighted average number of ordinary shares in issue (million) 17,966 10,724 17,966 10,724 Dilutive effect of preference shares (millions) 1,148 - 1,148 - Weighted average number of ordinary shares for diluted earnings per share (millions) 19,114 10,724 19,114 10,724 Diluted earnings per share 183 141 177 138

26 Off balance sheet engagements and capital commitments In common with other banks, the bank conducts business involving acceptances, guarantees, performance bonds and indeminites. The majority of these facilities are offset by corresponding obligations of third parties. In additions, there are other off-balance sheet financial instruments as follows: Direct credit substitutes 43,652 11,429 43,652 11,429 Letters of credit 89,277 69,794 89,277 69,794 Bonds and guarantees 189,925 37,279 189,925 37,279 322,854 118,502 322,854 118,502

Guarantees are generally written by a bank to support performance by a cumstoer to third parties. The bank will only be required to meet these obligations in the event of the customer’s default. 81 As of the balance sheet date, the bank had capital commitment amounting to N=3.2 billion (2007: N=1.8 billion) in respect of purchase 80 of fixed assets and branch development. Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million 27 Interest income Placements 21,856 8,950 21,043 8,431 Loans and advances 90,423 40,648 82,935 39,808 Finance lease 2,507 2,135 2,429 2,076

114,786 51,733 106,407 50,315

28 Interest expense Customer deposits 45,603 15,709 38,823 14,799 Deposits by banks 2,380 1,513 2,380 1,921

47,983 17,222 41,203 16,720

29 Net fees and commission Fees 22,185 13,468 20,456 12,656 Commission 14,120 12,159 12,733 11,762

36,305 25,627 33,189 24,418

30 Other operating income Banking related services 8,288 5,402 8,288 5,402 Investment income 3,669 417 610 332 Net income from sale of property 1,094 802 --- Net premium from insurance business written 1,879 1,104 --- Profit on disposal of fixed assets 44 12 43 12 Other income 4,633 334 3,592 -

19,607 8,071 12,533 5,746

31 Operating expenses Depreciation (Note 11) 3,587 2,105 3,285 1,908 Insurance claims incurred 632 116 --- Staff costs (Note 32) 38,791 20,033 36,447 19,447 Directors’ emoluments 428 206 210 159 Auditors’ remuneration 208 112 150 91 Amortisation of goodwill - 208 --- Other operating expenses 28,696 19,787 25,251 17,954

72,342 42,567 65,343 39,559

82 82 Notes to the Accounts Cont’d

Group Group Bank Bank 2008 2007 2008 2007

32 Staff numbers and cost Employees The average number of employees during the year by category: Number Number Number Number Executive Directors 666 668 Management 946 762 871 687 Non-management 5,414 4,191 4,513 3,290 Others - Auxilliary staff 3,895 2,983 3,822 2,910

10,261 7,942 9,212 6,895

N=’million N=’million N=’million N=’million Staff costs for the above persons (excluding executive directors): Staff costs 36,382 20,014 34,125 18,224 Retirement benefit costs 2,409 1,922 2,322 1,223

38,791 21,936 36,447 19,447

The number of employees, other than Directors, who received emoluments in the following ranges was:

Number Number Number Number N=1 - N=999,999 3,477 2,964 3,429 2,918 N=1,000,000 - N=1,500,000 250 71 239 60 N=1,500,001 - N=2,000,000 919 1 483 838 3 475 N=2,000,001 - N=2,500,000 1,677 607 1,186 116 N=2,500,001 - N=3,000,000 412 1,148 262 998 N=3,000,001 - N=4,000,000 1,733 1,432 1,424 1,123 N=4,000,001 - N=5,000,000 1,032 531 1,019 518 Above N=5,000,000 1,589 706 1,570 687

10,261 7,942 9,212 6,895

Directors: N’million N’million The remuneration paid to the Directors was as follows: Fees and sitting allowances 28 20 Executive compensation 182 139

210 159

Fees and other emoluments disclosed above (excluding pension contributions) include amounts paid to: The chairman 111

The highest paid director 43 32

The number of directors who received fees and other emolumnets (excluding pension contributions) in the following ranges was:

Number Number N=200,001 - N=450,000 13 11 N=500,000 - N=6,000,000 --- Above N=6,000,000 668

19 19 83 82 Notes to the Accounts Cont’d

33 Related party transactions There are other companies which are related to Intercontinental Bank Plc through common shareholdings or common directorships. Advances to customers at 29 February 2008 include loans to Directors and loans to companies controlled by Directors or their families as follows:

Name of Company/Individual Nature of Relationahsip Maturity Amount N’million Enuha H.U.F Director 25 February 209 442 Cakasa Nigeria Limited Common directorship 25 February 2009 584 Hyra Motors Common directorship 4 March 2008 602 C. A. Alabi Director 30 January 2011 430 Caronc Inv Limited Common directorship 23 June 2010 371 Tofa General Enterprises Common directorship 5 February 2009 955 Tofa General Enterprises Common directorship 3 April 2013 220 Raymond Obieri Director 10 August 2008 198 Summit Finance Limited Common directorship 21 March 2008 1,000 Dowen College Common directorship 7 May 2008 40 Unudike Property Ltd Common directorship 5 June 2009 1,000 Unudike property Ltd Common directorship 9 November 2012 1,816 Skyway industries ltd Common directorship 1 September 2012 14

7,672

All loans granted to related parties on commercial terms and market rates are performing. The bank has perfected security provided by the borrowers. Group Group Bank Bank 2008 2007 2008 2007 N=’million N=’million N=’million N=’million

34 Analysis of cash and cash equivalents For the purpose of cash flow statement, cash and cash equivalents comprise balance with less than 90 days maturity from the date of acquisition including: cash and balances with Central Bank, treasury bills and other eligible bills, and amounts due from other banks. At the balance sheet date, cash and cash equivalents comprised the following:

Cash and balances with central banks (Note 2) 125,881 58,801 95,646 58,400 Treasury and other eligible bills ( Note 3) 9,489 5,482 7,060 5,000 Due from other banks (Note 4) 476,045 203,740 494,638 174,378 Due to other banks ( Note 13 ) (21,116) (3,594) (21,500) (1,594)

590,299 264,429 575,844 236,184

35 Cash generated from operations Reconciliation of profit before tax to cash generated from operations: Profit before tax 45,633 22,635 42,821 21,516 Share of profit of associated company (1,044) (565) (1,044) (565) Provision for losses 8,657 5,509 6,604 5,183 Interest suspended in the year 786 281 Depreciation on fixed assets 3,587 2,106 3,285 1,908 Amortisation of goodwill - 208 - - Profit on sale of fixed assets (44) (12) (43) (12)

57,575 29,881 51,904 28,030

Other assets (41,356) (1,894) (27,954) (3,245) Other liabilities 17,867 5,960 12,015 (10,794) Customer deposits 589,145 215,653 581,717 203,421 Loans and advances (182,484) (106,452) (165,722) (98,792) Treasury bills (52,969) (44,293) (52,969) (44,393) Advances under finance lease 1,591 (5,354) 1,486 (5,208)

Cash generated from operations 389,369 93,501 400,477 69,019 84 84 Notes to the Accounts Cont’d

36 Liquidity risk The Bank is exposed to daily calls on its available cash resources from overnight deposits, current accounts, maturing deposits, and calls on cash settled contingencies.

The Bank does not maintain cash resources to meet all these needs as experience shows that a minimum level of reinvestment of maturing funds can be predicted with a level of certainty. The sets limits on the minimum proportion of maturity funds available to meet such calls and on the minimum level of inter-board and other borrowing facilities that should be in place to cover withdrawals at unexpected levels of demand.

GROUP 0 to 30 days 31 to 90 days 91 to 180 days 181 to 365 days Over 1 year Total N=’million N=’million N=’million N=’million N=’million N=’million

Cash and balances at central bank 103,978 - - - 21,903 125,881 Treasury bills and other eligible bills 20,413 44,651 35,218 44,603 - 144,885 Due from other banks 476,045 - - - - 476,045 Loans and advances to customers (gross) 172,531 25,683 34,002 37,291 186,763 456,270 Advances under finance lease (gross) 77 138 2,787 4,622 7,218 14,842 Investment securities 12,576 - - - 80,191 92,767 Investments in associates 46,155 - - - 2,798 48,953 Other assets - - 2,455 2,505 10,982 15,942 Fixed assets - - - - 37,674 37,674

Total assets 831,775 70,472 74,462 89,021 347,529 1,413,259

LIABILITIES Customer deposits 775,918 52,670 58,607 55,285 114,599 1,057,079 Due to other banks 21,116 - - - - 21,116 Current income tax - - - 14,435 - 14,435 Deferred income tax - - - - 1,667 1,667 Other liabilities 26,937 12,945 2,363 6,107 20,387 68,739 Borrowings - - - - 20,274 20,274

Total liabilities 823,971 65,615 60,970 75,827 156,927 1,183,310

Net liquidity gap 7,804 4,857 13,492 13,194 190,602 229,949

28 February 2007 Total assets 405,755 54,785 54,169 54,090 152,951 721,751 Total liabilities 312,700 51,307 7,120 40,293 134,788 546,208

Net liquidity gap 93,055 3,478 47,049 13,798 18,163 175,542

85 84 Notes to the Accounts Cont’d

36. Liquidity risk (continued)

BANK

0 to 30 days 31 to 90 days 91 to 180 days 181 to 365 days Over 1 year Total N=’million N=’million N=’million N=’million N=’million N=’million

Cash and balances at central bank 75,327 - - - 20,319 95,646 Treasury bills and other eligible bills 20,413 44,651 35,218 42,174 - 142,456 Due from other banks 494,638 - - - - 494,638 Loans and advances to customers (gross) 170,804 23,706 28,597 29,858 176,151 429,116 Advances under finance lease (gross) 74 138 2,787 4,619 7,051 14,669 Investment securities 12,576 - - - 62,813 75,389 Investment in subsidiaries - - - - 11,057 11,057 Investments in associates - - - - 2,798 2,798 Other assets 39,837 - 2,455 2,505 5,982 50,779 Fixed assets - - - - 35,176 35,176

Total assets 813,669 68,495 69,057 79,156 321,347 1,351,724

LIABILITIES Customer deposits 773,271 39,702 54,595 55,253 114,599 1,037,420 Due to other banks 21,500 - - - - 21,500 Current income tax - - - 13,038 - 13,038 Deferred income tax - - - - 1,560 1,560 Other liabilities 13,461 7,022 1,539 2,011 15,307 39,340 Borrowings - - - - 20,274 20,274

Total liabilities 808,232 46,724 56,134 70,302 151,740 1,133,132

Net liquidity gap 5,437 21,771 12,923 8,854 169,607 218,592

28 February 2007 Total assets 376,027 59,175 53,623 54,090 136,859 679,773 Total liabilities 312,700 51,307 7,120 14,722 121,819 507,668

Net liquidity gap 63,326 7,868 46,503 39,368 15,040 172,105

The matching and controlled mismatching of the maturities and interest rates of assets and liabilities is fundmental to the management of the Bank. It is unusual for banks ever to be completely matched since business transacted is often of uncertain terms and of different types. An unmatched position potentially enhances profitability, but can also increase the risk of losses.

The maturity of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature, are important factors in assessing the liquidity of the bank and its exposure to changes in interest rates.

37 Comparatives Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. 86 86 Statement of Value Added For the year ended 29 February 2008

Group Group 2008 2007 N= ’million N= ’million

Gross income 174,615 87,355

Interest paid (47,983) (17,221)

Administrative overhead (38,621) (30,343)

Value added 88,011 100% 39,791 100%

VALUE ADDED Staff salaries, wages and benefits 38,791 45%4 5 % 20,033 50% Payment of dividend 13,526 15%1 5 % 3,217 8% Payment of taxes 10,860 12%1 2 % 2,172 5% Maintenance of assets 3,587 4%4 % 2,105 6% Minority interests 779 1%1 % 360 1% Retained for company growth 20,468 23%2 3 % 11,904 30%

88,011 100% 39,791 100%

Bank Bank 2008 2007 N’million N=’million

Gross income 155,971 82,401 Interest paid (41,203) (16,720) Administrative overhead (32,215) (22,810)

VALUE ADDED 82,553 100% 42,871 100%

DISTRIBUTION

Staff salaries, wages and benefits 36,447 45%4 5 % 19,447 45% Payment of dividend 13,526 16%1 6 % 3,217 8% Payment of taxes 9,960 12%1 2 % 6,703 16% Maintenance of assets 3,285 4%4 % 1,908 4% Retained for company growth 19,335 23%2 3 % 11,596 27%

82,553 100% 42,871 100%

87 86 Five-Year Financial Summary For the year ended 29 February 2008

Year to Year to Year to Year to Year tor 2008 2007 2006 2005 2003 N= ’million N=’million N=’million N=’million N=’million GROUP Assets employed: Cash and balances at central bank 125,881 58,801 30,507 56,460 33,499 Treasury bills and other eligible bills 144,885 87,909 43,134 37,704 12,282 Due from other banks 476,045 203,740 76,644 22,413 7,696 Loans and advances to customers 435,457 262,536 161,357 68,396 32,076 Advances under finance lease 14,605 16,074 10,958 5,379 2,288 Investment securities 92,768 31,302 15,700 2,238 1,276 Investments in subsidiaries - 200 300 70 - Investments in associates 2,798 2,238 1,806 829 610 Other assets 62,097 20,247 17,433 4,622 2,595 Fixed assets 37,674 21,737 11,395 5,536 4,464

1,392,210 704,784 369,234 203,647 96,786

Financed by: Deposits and borrowings 1,098,469 480,133 254,407 134,383 66,387 Current income tax 14,435 6,851 2,848 1,627 913 Deferred income tax liability 1,667 2,061 1,149 536 596 Other liabilities 68,740 57,164 55,496 30,913 17,583 Minority interests 8,486 1,686 867 1,510 1,198 Shareholders funds 200,413 156,889 54,467 34,678 10,110

1,392,210 704,784 369,234 203,647 96,786

Acceptances and guarantees 322,854 118,502 39,851 21,991 6,915

Group profit and loss account Interest income 114,786 51,733 25,767 20,183 13,287 Interest expense (47,983) (17,222) (8,347) (8,358) (6,557)

Net interest income 66,803 34,511 17,420 11,825 6,730 Fee and commission income 36,305 25,627 9,584 10,297 6,690 Other operating income 22,480 10,008 5,689 2,011 1,227

Net operating income 125,588 70,146 32,693 24,133 14,647 Provision for loan losses (8,657) (5,510) (573) (2,044) (1,491) Operating expenses (72,342) (42,567) (22,333) (14,244) (9,016)

Operating profit 44,589 22,069 9,787 7,845 4,140 Share of profit in associated companies 1,044 498 476 304 206 --- -

Profit before tax 45,633 22,567 10,263 8,149 4,346 Tax (10,860) (7,087) (2,703) (2,029) (1,008) -

Profit after tax 34,773 15,480 7,560 6,120 3,338 Minority interest (779) (360) (345) (417) (298)

--- - Profit attributable to parent shareholders 33,994 15,120 7,215 5,703 3,040

Basic earnings per share (kobo) 189 141 93 159 95 88Diluted earnings per share (kobo) 183 141 93 159 95 88 Dividend per share (kobo) 757 5 65 45 42 40 Five-Year Financial Summary For the year ended 29 February 2008

Year to Year to Year to 14 months to Year to February February February February 31 December 2008 2007 2006 2005 2003 N= ’million N=’million N=’million N=’million N=’million BANK Assets employed: Cash and balances at central bank 95,646 58,400 30,471 43,519 12,354 Treasury bills and other eligible bills 142,456 87,427 43,034 35,652 10,330 Due from other banks 494,638 174,378 73,120 18,892 18,867 Loans and advances to customers 411,442 252,779 158,938 52,599 21,653 Advances under finance lease 14,489 15,801 10,826 4,759 1,601 Investment securities 75,389 29,186 14,577 1,158 771 Investments in subsidiaries 11,057 2,792 884 829 610 Investments in associates 2,798 2,236 1,806 754 754 Other assets 48,313 20,065 16,174 2,742 1,611 Fixed assets 35,176 20,484 11,073 3,444 2,861

1,331,404 663,548 360,903 164,348 71,412

Financed by: Deposits and Borrowings 1,079,194 465,545 254,405 110,014 50,245 Current income tax 13,038 6,281 2,553 1,271 768 Deferred income tax 1,560 1,841 944 339 403 Other liabilities 39,341 34,002 49,090 20,148 11,385 Shareholders funds 198,271 155,879 53,911 32,576 8,611

1,331,404 663,548 360,903 164,348 71,412

Acceptances and guarantees 322,854 118,502 39,851 19,775 5,911

Year to Year to Year to 14 Months to Year to 29 February 28 February 28 February 28 February 31 December 2008 2007 2006 2005 2003 Bank profit and loss account Interest income 106,407 50,315 25,033 13,921 10,097 Interest expense (41,203) (16,720) (7,926) (4,572) (5,140)

-- Net interest income 65,204 33,595 17,107 9,349 4,957 Fee and commission income 33,189 24,418 9,379 6,406 4,733 Other operating income 15,331 7,668 4,379 699 283

Net operating income 113,724 65,681 30,865 16,454 9,973 Provision for loan loss (6,604) (5,183) (662) (1,235) (897) Operating expenses (65,343) (39,547) (19,649) (8,817) (5,868)

Operating profit 41,777 20,952 10,554 6,402 3,208 Share of profit of associate company 1,044 565 476 304 206

Profit before tax 42,821 21,516 11,030 6,706 3,414 Tax (9,960) (6,703) (2,434) (1,683) (851)

Net profit for the year 32,861 14,814 8,596 5,023 2,562 Basic earnings per share (kobo) 183 138 110 140 71 Diluted earnings per share (kobo) 177 138 110 140 71 Dividend per share (kobo) 75 65 45 42 40 89 88 90 Report Extras

91 91 Management List

Erastus B O Akingbola Group Chief Executive Officer Harry Nnoli AGM, Brand Management Olayinka Adebiyi ED, Global Franchise Devt & Mgt Toyin Oyelade GE, Investment Banking Akintola Ajayi ED, Corporate Banking Abdulraheem Yinka Jimoh GE, Credit Risk Olusegun Ajibola RCE, Lagos Island Dambo, Hetty Tamunoipiribo GE, Internal Control Simon Aranonu RCE, South South Obrimah, Babatunde Oghenobruche Retail Banking Jenneker Charles Edmund GE, Global Franchise Devt & Mgt Mba Lawrence GE, Wealth Management Gibbs Michael Leonard Head, GRP Customer Relationship Mgt Akin Fabunmi Head, Global Strategy Management Soji Jenyo EA To GCE/Head, Flexcube Implementation Henry Alakhume Corporate Banking Toyin Ehinlaiye DH, Operations & Services Kehinde Olubi Strategic Sourcing Laide Abel DH, Strategy & Finance Division Ademola Adeyinka DBE, Corporate Finance & Multilateral Funding Folake Adeoye DH, Retail Banking Gbadamosi Odutola AG. DBE, Corporate Banking (Bus Devt) Bola Shodipo RCE, Lagos Mainland Jenrola, Olatunde David Corporate Banking Toyin Amusan RCE, Lm South Ola Oyinloye DBE, National Conglomerates Division Femi Babalola RCE, South West + Benin Vesiri Olu-odugbemi RBE, Lagos Island 2 Nnaedozie Ngozi Nkiru RCE, FCT John Adebola Makanjuola RBE, Lagos Island 3 Emeka Odo RCE, N/C Ogbekene O. Jacob RBE, L/M North 1 Kola Emmanuel RBE, Retail & Personal Banking Yemisi Disu RBE, L/M North 2 Maduka Ezekwesili RCE, South-East Victor Edo-ojo RBE, L/M South Jimi Shotunde RCE, N/W Tope Daramola RBE, Public Sector Anthony Isunuoya RCE, N/E Joseph Okunato RBE, Retail Banking Remi Adewunmi Chief Inspector Yusuf Yahaya RBE, Retail Banking Segun Olugbemi GE, Lagos Area Branch Devt Mohammed Adamu RBE, Public Sector/Retail Muyiwa Adedeji GE, Banking Operations Ekeocha Ijeoma RBE, Retail Banking Adeolu Olaobaju GE, Software Support Okoro Chris RBE, Retail & Personal Banking Sola Olayinka GCRO Kayode Awolu AG. RBE, Retail Banking Momoh Jimoh Umar DCE, National Conglomerates Noris Okafor Branch Head/GE, Public Sector Stanley Ngwaba RBE, Lagos Island 1 Oluseye Dixon RBE, NW Abraham Igbehinadara RBE, Retail Banking Mohammed Jari RBE, Public Sector Udowa, Umoh Ben RBE, Public Sector Ibrahim Hamza RBE, Public Sector Sylva Ashimole RBE, Retail Banking, S/E Isaiah Ulu RBE, Retail Banking 1 Tadaferua Kenneth RBE,Public Sector Femi Onabanjo Branch Head Chinyere Don-okhuofu GE, E-banking Lateef Bolarinwa RBE, L/M South Taiwo Ologbenla Company Secretary/Legal Adviser Olayiwola Williams Head, Banking Operations Support Oyeniya, Michael Head, Systems Audit Habila Amos HR Projects - Global Processes Kayode Oyebode GE, Corporate Services Tunde Onasanya Head, Admin Services Franscisca Pablo-amaran GE, Strategic Hr Sourcing Okunola Ayodele Head, Trade Services Ayoola Ayinde BDE, International Operations Raji Mufutau Head, Microfinance Businesses Oyekunle Oyesola Regional Business Executive (RBE) Okesola, Julius Olatunji Ge, It Security Planning & Logistics Toyin Odesilo GE, Continous Process Improvement Oyebode Oyesina Head, Engr/Capacity Planning Omatsola, Karl Head, Strategy & Business Devt Bakare Olukayode Head, Market Risk Mgt Chuks Okoh GE, Mis & Performance Management Marcel Irojiogu Head, Credit Audit

92 92 Management List

Ifemade, Samuel Abiodun Retail Banking Mac Atom RBE,Retail Banking Tunde Bajela AG. DBE, Corporate Banking (Energy) Buraimoh Vincent Branch Head Toyin Banjo AG. DBE, Corporate Banking (Multinationals) Adha Samson Danjuma RBE, Public Sector Martin Ugboma RM - Energy Grp Enyabine Michael Kennedy ROE Ibiwoye, Olukemi Olufunke GE,Telecoms & Infrastructure Emmanuel Eka GE, Retail Banking Olufemi Niyi GE, Oil & Gas George Duru GE, National Corporate Mobolaji, Idowu GE, Downstream (Oil & Gas Group, Lagos) Leticia Igboko Regional Product Executive Busayo Oluyemi Regional Head, Fin Con (Li) Lawrencia Onyemachi GE, National Conglomerates Kamal Baiyewu Regional Head Rmg Moses Chukwu GE,Oil Services & Exploration Joseph Ebata Branch Head Nnamdi Onochie RBE Odusimbo Oguntade Branch Head Lawrence Anoliefo BDE,Retail Banking Oyebisi Makinde Branch Head Jideofor Okoye RBE Chimuru Onyenze Branch Head Jude Mbanefo BDE, South East Olaitan Abiodun Branch Head Chijioke Ifekpolugo RBE Ejike Ekwegbalu Branch Head Ahmad Isa-dutse Branch Head Babatunde Yusuff Branch Head Kazeem O. Tijani GE, National Corporate Okogwu Anthony Mike Ojuade Branch Head Ifeyinwa Mbelede AG. RBE, L/M North 3 Olusegun Fagbola Branch Head Onigbinde Oluremi Thomas ROE, L/M 1 Babatunde Akeem Head, Legal Department Yinka Sanni Branch Head Ogechi Adeola Customer Care Manager Abayomi Balogun Branch Head Samuel Uzoigwe Strategy & Business Devt Onotu James Okuku Branch Head Egunjobi Anthony GE, ICT Infrastructure Augustine Onwudinjo Branch Head Tunde Oyediran Head, Systems Devt Tinu Thompson-ajayi Branch Head Yemi Ogunfeyimi Head, Credit Admin Dept Ijeoma Ikeaka Branch Head Modupe Ajayi Head, Credit Assessment & Approval Soji Akintola RBE, L/M South Niyi Adenmosun GE, Public Sector Iyayi, Charles Branch Head Titilayo Macaulay Branch Head Folake Oluwasakin Branch Head Godwin Ogwu Branch Head George Anokwuru Branch Head Oladimeji Ogunlana Risk Management Group Chukwukelu Sydney Izuchukwu Branch Head Gbenga Olutimehin Regional Risk Mgt Arthur Asika Regional Head, Credit Assessment Larry A Fatoke GE, Retail Business Ade Lawal RBE, Public Sector Okechukwu Nwaogbo ROE Tinuola Shopeju RBE, Retail Banking Emmanuel Ejeh RBE, Retail Banking Fatai Salami ROE, S/W 2 Abayomi Akinfenwa GE, National Corporate Akin Ogunleye AG. GE, Retail Business Baiye Christine Branch Head Michael Leramo Regionl Head, FCD Olugbenga Abimbola Regional Head, Foreign Operations Samuel Ogunnoiki Regional Head, RMG Ikede Isaac RBE, Public Sector/Retail

93 93 Branch Network

LAGOS MAINLAND SOUTH REGION 12. Ojuelegba 22 Ogunlana Drive 78 Ojuelegba/Yaba Road, 33 Ogunlana Drive, 1. Alaba 1 Ojuelegba, Lagos. Surulere 4 Agudosi Street, Lagos Alaba, Lagos. 13. Olodi Apapa 2. Alaba Uinty Plaza Plot 24 Opposite (Ibru Jetty), 23. Aguda 44/45, Alaba International Market Olodi-Apapa, 5, Enitan Street, Alaba, Lagos. Lagos. Aguda, Lagos. 3. Creek Road 14. Orile Coker 39 Creek Road 3 Alhaji Owokoniran Street, 24 Unilag Apapa, Lagos. Orile Coker, Opposite AP Filling Station, 4. Wharf Road Lagos. UNILAG Campus, 13-15 Wharf Road Akoka, Lagos. Apapa, Lagos. 15. Borno Way 86 Borno Way, 25 Bariga 5. Burma Road Oyingbo, 67 St. Finbarrs Road, 11 Burma Road Lagos. Bariga Apapa, Lagos. Lagos 16. Willoughby 6. BBA 6. BBA 48 Willoughby Street, 26 Mushin ICC, Lagos International TC Ebute Metta, 279, Agege Motor Road, (Atiku Abubakar Hall) Lagos. Mushin, BBA, Lagos. Lagos. 7. Festac 17. Surulere Plot 1597, D Close 4th Avenue, 74 Adeniran Ogunsanya Street, 27. Lawansaon Festac Town Surulere, Lagos. 87 Lawanson Road, Lagos. Lawanson, 18. Shomolu Lagos. 8. Herbert Macaulay 1 47 Market Road, 312 Herbert Macaculay Street, Shomolu, REGIONAL OFFICE Sabo, Yaba Lagos. 25/27 Wharf Road, Lagos. Apapa, 19. Bode Thomas Lagos. 9. Herbert Macaulay 2 42 Bode Thomas Street, 290 Herbert Macaulay Street, Surulere, 28. Surulere Yaba, Sabo Lagos. 71 Adeniran Ogunsanya Street Lagos. (Cash Centre) 20. Trade Fair Surulere, Lagos. 10. Matori Zone AR2 Trade Fair Complex 125 Ladipo Street, ASPAMDA 29. Alaba 4 Matori, Lagos. Lagos. 28 Dobil Plaza Road, Off Agudosi Street, 11. Maza-Maza 21 Ijesha Alaba, Lagos. 17 Sikiru Otunoba Street, 206 Ijeshatedo, Old Ojo Road, Surulere, Maza-Maza, Lagos. Lagos. 94

94 Branch Network

30. Trade Fair 39. Idumota 49. Victoria Island Trade Fair Aspamda, 3 Oroyinyin Street Idumota, 2E-4E Ligali Ayorinde Street, Opposite Zone F-Block 1 Lagos Island, Victoria Island, Aspamda, Lagos. Lagos. Trade Fair, Lagos. 40. Ikoyi 50. Victoria Island 1 Kingsway Road, 44 Adeola Odeku Street, 31. LASU Ikoyi, Lagos. Victoria Island, Along Lagos-Badagry Expressway, Lagos. after LASU main gate, 41. Marina LASU, Lagos. 48 Marina Street, 51. Ajose Adeogun Lagos. 287 Ajose Adeogun Street, 32. Agric Cash centre Victoria Island Lagos, Block 8, Shop 20/21 Agric Market, 42. Marina Lagos. Orile Coker, 61 Marina Street, Lagos. Lagos. 52. Lekki I Block 2 plot 7 Oniru Private Eastate, LAGOS ISLAND REGION 43. Moloney Lekki, 33. Adeola Hopewell 34 Moloney Street, Lagos. Plot 1697 Adeola Hopewell, Lagos. Victoria Island, 53. Lekki II Lagos. 44. Oke Arin KM 18, Lekki-Epe Expressway, 12A Issa Williams Street, Igbo-Efon, 34. Awolowo Road Oke Arin, Lekki, Lagos. 87 Awolowo Road, Lagos. Ikoyi 54. Broad Street II Lagos 45. Oke/Arin 32, Broad Street, 52/54 Kosoko Street Lagos Island 35. Broad Street Alakoro, Lagos Kingsway Building Broad Street, Oke Arin, Lagos Island, Lagos, 55. Saka Tinubu Lagos. 44, Saka Tinubu, 46. Victora Island Victoria Island, 36. Head Office Lagoon View Plaza, Lagos. 999C Danmole Street, Ozumba Mbadiwe Street, Victoria Island, Victoria Island, 56. Muri Okunola Lagos. Lagos. 211 Muri Okunola Street, Victoria Island, 37. Idumota 47. Victora Island Lagos. 66 Iga Idungaran Street Plot 1408A Adeotokunbo Ademola Street, Idumota Victoria Island, 57. Ikota Lagos Lagos Shop E79-85 & E116-118, Ikota Shopping Complex, 38. Idumota 48. Victoria Island Lekki, Lagos. 66 Nnamdi Azikwe Street, Plot 161E, Idejo Street, Idumota, Off Adeola Odeku Street, Lagos. Victoria Island, Lagos. 95

95 Branch Network

58. WEALTH MANAGEMENT 69. Adeniyi Jones 80. Ilupeju 12 Oladipo Diya 2nd Avenue, 45 Adeniyi Jones Street, 11 Town Planning Way, Extension, Ikeja, Lagos. Ilupeju, Ikoyi, Lagos. Lagos. 70. Toyin Street 59. Sura Market 54 Toyin Street, 81. Okota Sura Market, Ikeja, Lagos. 133 Okota Road, Lagos. Isolo, Lagos. 71. Oregun LAGOS MAINLAND NORTH 51 Kudirat Abiola Way, 82 Tejuosho 60. Alausa Oregun, Lagos. 31 Tejuosho Street, 185, Obafemi Awolowo Way, 72. Oba Akran Yaba, Lagos. Ikeja, Lagos. 24-25 Oba Akran Avenue, Ikeja, Lagos. 83. Jibowu 61. Man House 38/40 Ikorodu Road 77 Obafemi Awolowo Way, 72. Ogba Jibowu, Lagos. Ikeja, Lagos. 34 Ogba Ijaiye Road, Ogba, Lagos. 84. Ire Akari 62. Allen Avenue Johnson Street, 53 Allen Aveune, 73. Dopemu Opposite Apata Memorial School, Ikeja, Lagos. 92 Lagos Abeokuta Express Way Ire Akari, Lagos. Dopemu, Lagos. 63. Opebi 85. GRA Ikeja (Etiebet Place) 23 Opebi Road, 74. Egbeda Bank Anthony Way, Ikeja, Lagos. 35 Akowonjo Road, Ikeja, Lagos. Egbeda, Lagos. 64. Ojota 86. Maryland 1A Ogudu Road, 75. Ojodu 21 Bank Anthony Way, Ojota, Lagos. Plot 101, Isheri Road, Maryland, Lagos. Ojodu Berger, 65. Ikorodu Lagos. 87. NAHCO (Cash Centre) 32 Lagos Road, NAHCO Complex, Ikorodu, Lagos. 76. Ifako Gbagada International Airport, 6 Diya Street, NAHCO, Lagos. 66. Ketu Ifako, Lagos. 533, Ikorodu Road, 88. China Town Ketu, Lagos. 77. Ikotun China Town Complex, 41, Idimu Road, Ojota (Cash Centre), 67. Iju Ikotun, Lagos. Lagos. 134 Iju Waterworks Road, Iju, Lagos. 78. Gbagada 89. Ikotun (Cash Centre) Plot 286 Gbagada Expressway, Along Ikotun/Idimu Road, 68. Agege Gbagada, Lagos Ikotun, Lagos. 685 Lagos Abeokuta Express Way Agege, Lagos. 79. Oshodi Olorunsogo Market, Oshodi, Lagos.

96 96 Branch Network

90. Igbobi 99. Bonny Island 108. Ikot Ekpene Ground floor, Bonny Island, 1 Abak Road, Patient Ward, Port Harcourt, Ikot Ekpene, Igbobi Orthopeadic Hospital, Rivers. Akwa Ibom. Igbogbi, Lagos. 100. Obigbo 109. Eket 91. Ikorodu Cash Centre Along Shell Location, Along Grace Bill Road, No 134 Lagos Road, Uzo Umuatakayim Obigbo LGA, Eket, Akwa Ibom. Ikorodu, Lagos. Obigbo, Rivers. 110. Oron 92. Ajao Estate 101. UST Oron Road by Etienam Street, 55, Murtala Mohammed Int. Airport Road, University of Science & Technology Oron, Akwa Ibom. Ajao Estate, Premises (Cash Centre), Lagos. Port Harcourt, Rivers. 111. Yenagoa KM 6, Yenagoa Mbiamas Road, SOUTH-SOUTH REGION 102. Ikoku Yenagoa, Ikoku Market, Bayelsa. 93. Port Harcourt Olu Obasanjo, 41 Trans Amadi Industrial Layout, Port Harcourt, 112. Yenagoa Rivers. Rivers. Mbiama/Yenogoa Road, Onopa, 94. Port Harcourt 103. Woji Yenagoa, Bayelsa. 135 Olu Obasanjo Way Along Woji Road, Port Harcourt Woji Obio, 113. Calabar Rivers Port Harcourt Cross Trade Building, Rivers. Calabar Road, 95. Port Harcourt Calabar, Cross Rivers. Plot 109 Olu Obasanjo Way, 104. Uniport Rivers. University of Port Harcourt Main Campus 114. Calabar Uniport, Rivers. 10 Calabar Road, 96. Port Harcourt Calabar, Cross Rivers. 271 Ikwere Road Mile 3 Diop, 105. Eleme Rivers. PPMC Depot, 115. Ogoja Eleme, Rivers. Hospital Road, 97. Trans Amadi opposite Fire Service Station, 46, TransAmadi Industrial Layout, 106. Uyo Ogoja, Cross Rivers. Port Harcourt, 21 Wellington Bassey Way, Rivers. Uyo, 116. Asaba Akwa Ibom. 3 Dennis Osadebe Way 98. Rumukurushi (Cash Centre), Plot 382, Port Harcourt-Aba Expressway, 107. Uyo Asaba, Delta. Port Harcourt, 32 Aka Road Opp. Rivers. Gulf Bank 117. Asaba Uyo, Akwa Ibom. 417 Nnebisi Road, Asaba, Delta.

97

97 Branch Network

118. Agbor 129. Otta 139. Ibadan 140 Zik Avenue, 145 Lagos Abekuta Expressway, 50 Adekunle Fjuyi Road, Agbor, Delta. Sango, Otta, EkoTedo Iya-Olobe, Ogun. Ibadan, Oyo. 119. Sapele Sapele - Warri Road, 130. RCCG 140. Ibadan Sapele, Delta. Redemption Camp, 59 Adekunle Fajuyi Road, KM 46/85 Lagos/Ibadan Expressway Adamsingba, 120. Warri Mowe, Ogun. Ibadan, Oyo. 80 Effurun Sapele Road, Effurun, Warri, 131. Sagamu 141. Ibadan Delta. 71 Akarigbo Road, 42 Oba Adebimpe Road, Sagamu, Dugbe, Ibadan, 121. Warri Ogun. Oyo. Okumagba Avenue, Okere-Warri Road, 132. Osiele (Cash Centre) 142. Sango Warri - Delta. College of Education, Polytechnic Road, Osiele, Ogun. Sango Oyo, 122. Warri Ibadan, Oyo. 108 Effunrun Sapele Road, 133. Akure Warri, Delta. 126 Oba Adesida Road, 143. Apata Akure, Ondo. Abeokuta - Ibadan Road, SOUTH-WEST REGION Apata, Ibadan, 123. Abeokuta 134. Akure Oyo. 1 Lalubu Street Oke Ilewo Ibara 14 Ado/Owo Road Near Fire Service 144. Iwo Road Abeokuta, Ogun. Akure, Ondo. 4 Iwo Road, Ibadan, Oyo. 124. Abeokuta 135. Benin 1-5, Adekunle Fajuyi Road, 130 Akpakpava Road, 145. Ogbomoso Abeokuta, Ogun. Benin, Edo. Apake Area, Ogbomoso, 125. Ijebu-Ode 136. Benin Oyo. 19 Ibadan Road Ijebu Ode, 23 Airport Road, Ogun. Benin, Edo. 146. Oyo Along Owode Road, 126. Otta II 137. Bodija Oyo Town, Opposite Covenant University, Plot 6 University Crescent, Oyo. Otta, Ogun. UI Second Road, Ibadan, Oyo. REGIONAL OFFICE 127. Owode Yewa 147. Ring Road beside Tantalizer, Owode Idiroko, 138. Ibadan Ibadan, Oyo. Sabo, Ogun. 34 New Court Road, Dugbe, Ibadan, 148. Challenge 128. Owode Oyo. Challenge Round About, Idiroko, Challenge, Ibadan, Ogun. Oyo

98

98 Branch Network

149. UCH 159. Ekpoma 171. Ikere - Ekiti (Cash Centre) Beside Blood Bank 6, Akhere Lane, Federal College of Education, UCH, Ibadan, Ekpoma, Edo. Ikere-Ekiti, Oyo. Ekiti. 160. Benson Idahosa University 172. University of Ado Ekiti (Cash Centre) 150. Oshogbo Benson Idahosa University, University of Ado Ekiti, 2, Obafemi Awolowo Road, Benin city, Ado Ekiti, Igbonna,Oshogbo, Edo. Ekiti. Osun. 161. Sakponba (Western Union) 173. Ado Ekiti 151 Ile-Ife 43 Sakponba Road, 144 Secretariat/Iyin, 26 Aderemi Road, Benin City, Edo. Ado Ekiti, Ile Ife, Osun. Ekiti. 162. Ikpoba Hill (Cash Centre) 152. Ilorin Ikpoba Hill, SOUTH-EAST REGION 24 Wahab Folawiyo Unity Road, Ikpoba, Edo. 174. Aba Ilorin, Kwara. 15 Azikiwe Road, 163. Ilesha Abia. 153. Ilorin A107 Orinkiran Street, Stadium Shopping Complex, Oshogbo Road, 175. Aba Upper Ibrahim, Ilesha, Osun. 132 Faulks Road, Ilorin, Aba, Abia. Kwara. 164. OAU (Cash Centre) OAU, Osun. 176. Aba 154. Mission Road Duke House 45 Azikwe Road, 135 Akpakpava Road, 165. Ede (Cash Centre) Aba, Abia. Benin, Edo. Federal Polytecnic, Ede, Osun. 177. Osisioma 155. Okada PPMC Depot, New Site Igbinedion, 166. Oshogbo (Cash Centre) Osisioma-Ngwa, University Campus, Oshogbo, Osun. Abia. Benin, Edo. 167. Babcok University (Cash Centre) 178. Umuahia 156. Textile Mill Road Babcok University, 2 Library Way, 74 Edo Textile Mill Road, Ilisan, Osun. Umuahia, Benin, Edo. Abia. 168. Ondo 157. UNIBEN Yaba Road, 179. Ariaria (Cash Centre) Ransome Kuti Raod, Ondo. Ariaria Market, University of Benin Aba, Abia. Benin, Edo. 169. Akungba Adekunle Ajasin University Campus, 180. Awka 158. Auchi Akungba Akoko, 140 Zik Avenue, Along Iyekhel-Auchi Poly Road, Ondo. Awka, Anambra. Aimanessi, Auchi, Edo. 170. Adeyemi College of Education 181. Onitsha Adeyemi College of Education, 30 New Market Road, Ondo, Ondo. Onitsha, Anambra.

99

99 Branch Network

182. Onitsha 192. Onitsha (Cash Centre) 203. Nsukka 14 New Market Road, 21 New market Road, 9C Orba Road, Onitsha, Anambra. Onitsha, Nsukka, Anambra. Enugu. 183. Ekwulobia Uga Road, 193. Obosi (Cash Centre) 204. Regional Office Branch Ekwulobia, Electrical Market, Abakaliki Road, Anambra. Obosi , Anambra. Enugu, Enugu.

184. Nnewi 194. Oko (Cash Centre) 205. Ogidi 19 Edo Ezemewi Road, Federal Polytecnic Oko Building Materials Market, Uruagu, Nnnewi, Main Campus, Ogidi-Onitsha Expressway, Anambra, Oko, Anambra. Ogidi, Enugu.

185. Nsukka 195. Ogidi (Cash Centre) 206. Agbani Road 12 Enugu Road, New Tyre market, 183 Agbani Road, Nsukka, Anambra. Ogidi, Agbani, Anambra. Enugu. 186. Umunze Umunze-Ogbunka Road, 196. Nnewi II 207. Abakaliki Umunze, 92, Nnodi Road, 41 Ogoja Road, Orumba North L.G. Nnewi, Anambra. Abakaliki, Anambra. Ebonyi. 187. Iweka Market 197. Owerri Onitsha 117 Wetheral Road, 208. Owerri Electronic Market, Close to Dan Anyiam, Wetheral Road, Iweka Road, Owerri, Enugu. Owerri, Onitsha, Anambra. Imo. 198. Enugu 188. Awka II 5 Opara Avenue, 209. Nekede Along Enugu Express Road, Enugu, Enugu. Federal Polytechnic Nekede, by Regina Caeli Juction, Owerri, Awka, Anambra. 199. Enugu Imo. 27 Ogui Road, 189. Ihiala Enugu, Enugu. 210. Orlu Eziala, Ihiala, 4A Bank Road, Anambra 200. Kenyetta Orlu, 16 Kenyetta Road, Imo. 190. Bridge Head Enugu, Enugu. 48 Port Harcourt Road, 211. Nnewi (Cash Centre) Onitsha, 201. Agabni Town (ESUT) Nkwo Nnewi Market, Anambra. Enugu State University Main Campus, Nnnewi, Agbani, Imo. 191. Onitsha (Cash Centre) Enugu. 25 Nottige Street, 212. Okigwe Onitsha, 202. UNN Plot 7 Umuchima New Layout, Anambra. University of Nigeria Nsukka Owerri Road, Main Campus, Okigwe, UNN, Enugu. Imo.

100

100 Branch Network

213. Bank Road Owerri 223. Gwagwalada NORTH WEST REGION Plot CP 19, Okigwe Road, 358 Specialist Road, 233. Kano Owerri, Gwagwalada, 146 Murtala Muhammed Way, Imo. Abuja, FCT. Kano.

224. Federal Secretariat 234. Kano FCT REGION Federal Secretariat Complex, 110 Murtala Muhammed Way, 214. Abuja Abuja, FCT. Kano. Plot 207 Cadastral Zone, Abuja, 225. Wuse 2 235. Kano FCT. Plot 1066 Adetokunbo Ademola Cresent 24 Bello Road, Abuja, FCT. Kano. 215. Abuja Plot 2107 Tafawa Balewa Way 226. Garki 2 236. Kano Area 3, Akinotal Boulevard Way, Ibrahim Taiwo Road, Abuja, FCT. Garki, Abuja, Katin Kwari, FCT. Kano. 216. New Wuse 3 Plot 2456, Herbert Macualay Way 227. Utako 237. Kano Wuse, Plot 903,Obafemi Awolowo Way, 48E Ade Bayero Road, Abuja, FCT. Utako District, Kano. Abuja, FCT. 217. Abuja Tofa House 238. Kano Tofa House Plot 770, 228. FMJ 3B Bank Road, Central Buisness, Central Area by Federal Secretarial, Kano. Abuja, FCT. Abuja, FCT. 239. Wudil, Kano State 218. Dei-Dei Near Wudil Motor Park/Market, Dei-Dei Market, 229. FMB Buidling Kano. Abuja, FCT. Federal Mortage Bank Building Abuja, 240. Gwarzo, Kano State 219. Wuse 1 FCT. By Gwarzo Junction, Plot 2401 Cadastral Zone A7 Along Kano/Malumfashi Road, Abuja, 230. Garki Area 3 Gwarzo, FCT. Plot 446, Zone A1, Kano. Garki District Area 3, 220. Abuja NNPC Towers Abuja, FCT. 241. Hadeija 2107 Tafawa Balewa Way, New Kano Road, Area 3, 231. Wuse Zone 1 Adjoining Nguru Road, Abuja, FCT. Sharon Complex Wuse, Hadeija, Abuja, Kano. 221. National Assembly FCT. National Assembly Complex, 232. Area 11 242. Bichi, Kano State Abuja, Sharon Complex Area 11, Along Katsina Road, FCT. off Gimbia Street, by Bichi Junction, Garki, Abuja, Bichi, 222. Gudu FCT. Kano. Behind Apo Legislative Quarters, Gudu District, Abuja, FCT. 101

101 Branch Network

243. Gezawa, Kano State 255. Katsina 265. Birnin Yauri Along Gumel Road 109A, IBB Way, Along Bank Road, near Afri Bank, Gezawa, Katsina. opp. Yauri Police Station, Gezawa, Birnin Yauri, Kano. 256. Gumi Market Kebbi. Gumi Market, 244. AKTH Kaduna. 266. Gumel Aminu Kano Teaching Hospital, Along Kano Road, Kano. 257. Kafanchan adjacent to Nitel Office, Jumal Local Government Gumel, 245. BUK Kafanchan, Jigawa. Bayero University Kano Campus, Kaduna. Kano. 267. Shinkafi 258. Malumfashi Shinkafi town, 246. Kaduna Along Funtua Road, Zamfara. A2 Ahamadu Bello Way, near Total Filling Station, Kaduna. Malumfashi, 268. Kaura Namoda Katsina. Shinkafi Road, 247. Kaduna Kaura Namoda Market, 26D Ali akilu Road, 259. Zuru Kaura Namoda, Kaduna. Along Kontagora-Sokoto Road, Zamfara. opp Local Govt. Sec., 248. Kaduna Zuru, 269. Talata Mafarara 314 Kachia Road, Kebbi. Along Sokoto Road, Kaduna. Talata Mafarara, Zamfara. 249. Kaduna 260. Funtua NNPC Kaduna, Along Maiduguri Road, NORTH EAST REGION Kaduna. Funtua, 270. Damaturu Katsina 12B Maiduguri Road, 250. Zaria Damaturu, 16 River Road, 261. Ilela Yobe. Zaria, Ilela Town, Kaduna. Ilela, 271. Potiskum Sokoto. Mohammed Idiri Way, 251. Gusau Potiskum, Canteen Road, 262. Gada Yobe. Sokoto. Along Gada - Ilela Road, by Gada Market, 272. Yola 252. Sokoto Gada, 30 Abubakar Atiku Way, 20 Abullahi Fodio Road, Sokoto. Yola, Sokoto. Adamawa. 263. Shagari 253. Birnin Kebbi At Gusau/Zamfara Bye-Pass Junction, 273. Gombe B/W Emir Haruna Road, Shagari, 24 New Market Road, Kebbi. Sokoto. Gombe.

254. Dutse 264. Usma Dan Fodio Kiyawa Road, Usman Dan Fodio University Campus, Jigawa. Sokoto. 102

102 Branch Network

274. Maiduguri 1 284. Bida 293. Okene 24 Sir Kashim Ibrahim Way, Along BCC Road, Opposite Water Works, By Total Filling Station Maiduguri, Bida Okene, Bornu. Niger Kogi.

275. Maiduguri 2 285. Jos 294. Obajana 35 Sir Kashim Ibrahim Way, 37 Beach Road, Dangote Cement Factory, Maiduguri, Jos, Obajana, Bornu. Plateau. Kogi.

276. Biu 286. Jos 295. Lafia 1 Damaturu Road, 1 Murtala Mohammed Way, Jos Road, Biu, Jos, Lafia, Bornu. Plateau. Nasarawa.

277. Uinversity of Maiduguri 287. Regional Office 296. Mararaba University of Maiduguri Campus Plot BP 422, Yakubu Gowon Way, Plot 3316, Abuja - Keffi Expressway, Maiduguri Jos, Mararaba, Bornu Plateau. FCT.

278. Bauchi 288. Gboko Main 297. Suleja 5 Bank Road, 5/7 J.S. Tarka Way, 19 Suleman Barau Road, Bauchi. Gboko, (NEPA) Road, Benue. Suleja 279. Dukku (Cash Centre) FCT. Dukku Local Government Secretariat, 289. Gboko Dukku, Benue Cement Factory 298. Alaba 2 Bauchi. KM 72, Makurdi-Gboko Road, Old Alaba Motor Park, Gboko, Off Ojo Igbede, 280. Giade Benue. Alaba International Market, Giade Local Government Secretariat, Alaba, Lagos. Giade, 290. Otukpo Bauchi. 19 Federal Road, Otukpo, 281. Azare Benue. Katagum Local Government, Katagum, 291. Makurdi Bauchi. 83 Old Otukpo Road, High Level Round About, 282. Jalingo Makurdi, 240 Hamaruwa Way, Benue. Jalingo, Taraba. 292. Lokoja 2 Aliyu Attah Street, NORTH CENTRAL REGION Off IBB Way, 283. Minna Lokoja, 2B Old Airport Road, Kogi. Off Boso Road, Minna, Niger.

103

103 Notes

104

104 Proxy Form

Annual General Meeting to be held on Monday 30 June 2008 at 11.00am at the Congress Hall, Transcorp Hilton Hotel, Federal Capital Territory, Abuja.

I...... of ...... being a member of the above named Company, hereby appoint Mr./Mrs/Chief...... of...... Or failing him/her Mr/Mrs...... as my proxy to vote for me or on my behalf at the Annual General Meeting of the Company to be held on

...... 2008 Signed this ...... day of...... 2008

...... Shareholder’s Signature

This Proxy Form should not be completed if the member will be attending the meeting.

Before posting the above form, tear off this part and retain it.

ADMISSION FORM

Annual General Meeting to be held on Monday 30 June, 2008 at 11.00am at the Congress Hall, Transcorp Hilton Hotel, Federal Capital Territory, Abuja.

Name of Shareholder*......

If you are unable to attend the Meeting

A member (shareholder) who is unable to attend an Ordinary or Annual General Meeting is allowed by law to vote by proxy and the above proxy form has been prepared to enable you to exercise your right to vote incase you can not personally attend the meeting. a) The name of the Shareholder must be written in BLOCK CAPITALS where marked* Please sign the proxy form if you are not attending the meeting, and forward it so as to reach the address above not less than 24 hours before the time for holding the meeting. b) To be valid, all proxy forms must be stamped 5 kobo (embossed) by the Commissioner for Stamp Duties. c) This admission form must be produced by his proxy in order to obtain entrance to the Annual General Meeting d) Shareholders or their proxies are requested to sign the admission form before attending the Meeting.

Name of Person attending......

Signature of person attending......

105

105 INTERCONTINENTAL REGISTRARS LIMITED Kingsway Building 2nd Floor 107/113, Broad Street, Please Marina, Lagos. affix postage stamp

106